Business Context and Reporting Period
This Form 8-K was filed by ReWalk Robotics Ltd. on May 16, 2016. The filing reports the entry into a Material Definitive Agreement and Regulation FD Disclosure regarding a strategic partnership with the President and Fellows of Harvard College.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a new contractual agreement.
Material Changes and Agreements
On May 16, 2016, ReWalk Robotics entered into two agreements with Harvard:
- Research Collaboration Agreement: A five-year agreement (expiring May 16, 2021) to collaborate on lightweight "soft suit" exoskeleton technologies for lower limb disabilities, targeting stroke, Multiple Sclerosis, and elderly mobility limitations. ReWalk must make quarterly installment payments to fund research.
- Exclusive License Agreement: Grants ReWalk an exclusive, worldwide, royalty-bearing license to certain Harvard patents related to the soft suit technology. ReWalk is obligated to pay an upfront fee, royalties on net sales, and milestone payments upon achieving development and commercialization targets.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The collaboration aims to develop products for treating stroke, MS, and limited mobility. ReWalk is required to use commercially reasonable efforts to develop and market products under an agreed-upon plan.
Risks and Termination Clauses:
- The Collaboration Agreement may be terminated by ReWalk if Harvard loses its principal investigator or if ReWalk cannot secure sufficient funding.
- Harvard may terminate the License Agreement if ReWalk fails to obtain requisite insurance, becomes insolvent, or fails to meet development milestones.
- Both agreements allow for termination due to material uncured breaches by either party.
Investor Verification Checklist
- Verify the specific amounts of the upfront fee, quarterly research installments, and royalty rates, as these figures were omitted from the public filing for confidential treatment.
- Review the attached Exhibits 10.1 and 10.2 for the full text of the Collaboration and License Agreements.
- Assess the impact of the new funding obligations and milestone payments on the company's cash burn rate and liquidity position.
- Confirm the identity and status of Harvard's principal investigator, as their departure is a termination trigger for the collaboration.