ReWalk Robotics Announces $40.0 Million Private Placement Priced At-the-Market
February 19 2021 - 5:02PM
ReWalk Robotics Ltd. (Nasdaq: RWLK) (“ReWalk” or the “Company”)
today announced that it has entered into securities purchase
agreements with certain institutional and other accredited
investors to raise $40.0 million through the issuance of 10,921,502
ordinary shares and warrants to purchase up to 5,460,751 ordinary
shares, at a purchase price of $3.6625 per share and associated
warrant, in a private placement priced “at-the-market” under Nasdaq
rules. The warrants will have a term of five and one-half years, be
exercisable immediately following the issuance date and have an
exercise price of $3.60 per ordinary share.
H.C. Wainwright & Co., LLC acted as the sole placement agent
for the offering.
The Company intends to use the net proceeds for: (i) sales,
marketing and reimbursement expenses related to market development
activities of its ReStore and Personal 6.0 devices, broadening
third-party payor and CMS coverage for its ReWalk Personal device,
and commercializing its new product lines added through
distribution agreements; (ii) research and development of its
lightweight exo-suit technology for potential home personal health
utilization for multiple indications and future generation designs
for its spinal cord injury device; (iii) routine product updates;
and (iv) general corporate purposes, including working capital
needs. The closing of the private placement is expected to occur on
or about February 23, 2021, subject to satisfaction of customary
closing conditions.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws.
Accordingly, the securities may not be reoffered or resold
in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws.
Under an agreement with the investors, the Company is required
to file an initial registration statement with the Securities and
Exchange Commission (the “SEC”) covering the resale of the ordinary
shares to be issued to the investors (including the shares
underlying the warrants) no later than 20 days after today and to
use best efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 90 days after today in the event of a “full review” by
the SEC.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
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 U.S.,
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: the completion of the private
placement; the satisfaction of customary closing conditions related
to the private placement and the intended use of net proceeds from
the private placement; the adverse effect that the COVID-19
pandemic has had and may continue to have on the Company’s
business and results of operations; ReWalk's ability to have
sufficient funds to meet certain future capital requirements, which
could impair the Company's 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 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; ReWalk's compliance with medical device reporting
regulations to report adverse events involving the Company's
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 the Company's IT systems
significantly disrupting its business operations; ReWalk's ability
to establish a pathway to commercialize its products in China;
the impact of substantial sales of the Company's shares by certain
shareholders on the market price of the Company's 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 the Company's ordinary shares on the determination
of whether it is a passive foreign investment company; market and
other conditions; and other factors discussed under the heading
"Risk Factors" in ReWalk's annual report on Form 10-K for the year
ended December 31, 2020 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 Gon
Chief Financial Officer
ReWalk Robotics Ltd.
T: +972-4-9590123
E: investorrelations@rewalk.com
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