ReWalk Robotics Announces Closing of $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
July 06 2020 - 4:10PM
ReWalk Robotics Ltd. (Nasdaq: RWLK) (“ReWalk” or the “Company”)
today announced the closing of its previously announced registered
direct offering of approximately 4,938,278 of the Company’s
ordinary shares, at a purchase price of $1.8225 per ordinary share,
priced at-the-market under Nasdaq Rules. ReWalk also issued
unregistered warrants to purchase up to an aggregate amount of
2,469,139 ordinary shares.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The warrants have a term of five and one-half
years, are exercisable immediately following the issuance date and
have an exercise price of $1.76 per ordinary share.
The gross proceeds from the offering are
approximately $9.0 million. The Company intends to use the net
proceeds from the offering for the following purposes: (i) sales,
marketing and reimbursement expenses related to market development
activities of the Company’s ReStore device, broadening third-party
payor coverage for the ReWalk Personal device and commercializing
its new product lines added through distribution agreements; (ii)
research and development costs related to the Company’s products
maintenance, as well as developing its lightweight exo-suit
technology for potential home rehab with tele-heath features as
well as continued development of its spinal cord injury device; and
(iii) general corporate purposes.
The Company’s ordinary shares (but not the
warrants or the ordinary shares underlying the warrants) were
offered by ReWalk in a registered direct offering pursuant to a
“shelf” registration statement on Form S-3 (File No. 333- 231305)
previously filed with the Securities and Exchange Commission (the
“SEC”) on May 9, 2019 and declared effective by the SEC
on May 23, 2019. Such ordinary shares were offered only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. Electronic copies of
the prospectus supplement and accompanying prospectus relating to
the registered direct offering may be obtained, on the SEC’s
website at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (646) 975-6996 or
email at placements@hcwco.com.
The warrants and the ordinary shares issuable
upon exercise of the warrants (as described above) were offered in
a private placement pursuant to the exemptions provided in Section
4(a)(2) under the Securities Act of 1933, as amended (the “Act”),
and Rule 506(b) of Regulation D promulgated
thereunder. Neither these warrants nor the ordinary shares
issuable upon exercise of the warrants have been registered under
the Act, and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements.This press release shall not constitute
an offer to sell, or a solicitation of an offer to buy, any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
About ReWalk Robotics Ltd.
ReWalk Robotics Ltd. develops, manufactures and
markets wearable robotic exoskeletons for individuals with lower
limb disabilities as a result of spinal cord injury or
stroke. ReWalk’s mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
United States, Israel and Germany. For more information on the
ReWalk systems, please visit www.rewalk.com.
ReWalk® is a registered trademark of ReWalk Robotics Ltd. in
Israel and the United States.
ReStore® is a registered trademark of ReWalk Robotics Ltd. in
Europe and an allowed trademark in the United States.
Forward-Looking Statements
In addition to historical information, this
press release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995, Section 27A of the U.S. Securities Act of 1933, and Section
21E of the U.S. Securities Exchange Act of 1934. Such
forward-looking statements may include projections regarding
ReWalk’s future performance and other statements that are not
statements of historical fact and, in some cases, may be identified
by words like “anticipate,” “assume,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “future,” “will,” “should,”
“would,” “seek” and similar terms or phrases. The forward-looking
statements contained in this press release are based on
management’s current expectations, which are subject to
uncertainty, risks and changes in circumstances that are difficult
to predict and many of which are outside of ReWalk’s control.
Important factors that could cause ReWalk’s actual results to
differ materially from those indicated in the forward-looking
statements include, among others: market and other conditions, use
of proceeds, ReWalk’s management’s conclusion, and its independent
registered public accounting firm’s statement in its opinion
relating to its consolidated financial statements for the fiscal
year ended December 31, 2019, that there is a substantial doubt as
to its ability to continue as a going concern; the current COVID-19
pandemic has adversely affected and may continue to affect
adversely business and results of operations; ReWalk’s ability to
have sufficient funds to meet certain future capital requirements,
which could impair its efforts to develop and commercialize
existing and new products; ReWalk’s ability to maintain compliance
with the continued listing requirements of the Nasdaq Capital
Market and the risk that its ordinary shares will be delisted if it
cannot do so; ReWalk’s ability to establish a pathway to
commercialize its products in China; ReWalk’s ability to maintain
and grow its reputation and the market acceptance of its products;
ReWalk’s ability to achieve reimbursement from third-party payors
for its products; ReWalk’s limited operating history and its
ability to leverage its sales, marketing and training
infrastructure; ReWalk’s expectations as to its clinical research
program and clinical results; ReWalk’s expectations regarding
future growth, including its ability to increase sales in its
existing geographic markets and expand to new markets; ReWalk’s
ability to obtain certain components of its products from
third-party suppliers and its continued access to its product
manufacturers; ReWalk’s ability to repay its secured indebtedness;
ReWalk’s ability to improve its products and develop new products;
the outcome of ongoing shareholder class action litigation relating
to its initial public offering; ReWalk’s compliance with medical
device reporting regulations to report adverse events involving its
products, which could result in voluntary corrective actions or
enforcement actions such as mandatory recalls, and the potential
impact of such adverse events on ReWalk’s ability to market and
sell its products; ReWalk’s ability to gain and maintain regulatory
approvals; ReWalk’s expectations as to the results of, and the Food
and Drug Administration’s potential regulatory developments with
respect to its mandatory 522 postmarket surveillance study;
ReWalk’s ability to maintain adequate protection of its
intellectual property and to avoid violation of the intellectual
property rights of others; the risk of a cybersecurity attack or
breach of ReWalk’s IT systems significantly disrupting its business
operations; the impact of substantial sales of the ReWalk’s shares
by certain shareholders on the market price of such ordinary
shares; ReWalk’s ability to use effectively the proceeds of its
offerings of securities; the risk of substantial dilution resulting
from the periodic issuances of ReWalk’s ordinary shares; the impact
of the market price of ReWalk’s ordinary shares on the
determination of whether it is a passive foreign investment
company; and other factors discussed under the heading “Risk
Factors” in ReWalk’s annual report on Form 10-K for the year ended
December 31, 2019, each filed with the SEC, and other documents
subsequently filed with or furnished to the SEC. Any
forward-looking statement made in this press release speaks only as
of the date hereof. Factors or events that could cause ReWalk’s
actual results to differ from the statements contained herein may
emerge from time to time, and it is not possible for ReWalk to
predict all of them. Except as required by law, ReWalk undertakes
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
Investor Contact:Ori GonChief Financial Officer ReWalk Robotics
Ltd.T: +972-4-9590123E: investorrelations@rewalk.com
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