Business Context and Reporting Period
This Form 8-K is filed by ReWalk Robotics Ltd. (noting the metadata discrepancy listing "Lifeward Ltd.") on February 21, 2019. The report details the commencement and pricing of a public offering of ordinary shares and the entry into a material definitive agreement with H.C. Wainwright & Co., LLC as the exclusive placement agent.
Key Financial Metrics and Transaction Details
- Offering Size: 19,000,000 ordinary shares.
- Offering Price: $0.23 per share.
- Expected Net Proceeds: Approximately $3.7 million after deducting fees and expenses.
- Placement Agent Fees: 7.5% cash fee and 1.0% management fee of gross proceeds.
- Warrants Issued: Warrants to purchase 1,140,000 shares (6.0% of the offering) at an exercise price of $0.2875 (125% of the offering price).
- Expense Reimbursement: Up to $30,000 for general expenses, $80,000 for legal fees, and $10,000 for clearing expenses.
- Use of Proceeds: Sales, marketing, reimbursement expenses, and R&D for the ReStore™ exo-suit and platform expansion.
Note: This filing does not provide historical revenue, profit, cash flow, or debt metrics. It focuses solely on the capital raise transaction.
Material Changes and Operational Actions
- Suspension of ATM Program: The Company suspended its existing "at-the-market" (ATM) offering program with Piper Jaffray & Co. to conduct this public offering.
- Lock-Up Agreements: The Company agreed to a 20-day lock-up period post-closing regarding new equity issuances and a six-month restriction on issuing securities with floating conversion prices or future-determined prices.
- ATM Resumption Conditions: The ATM program may resume 30 days post-closing if the share price exceeds 120% of the offering price for ten consecutive days, or 60 days post-closing regardless of price.
Outlook, Risks, and Management Commentary
Management anticipates the offering will close on or about February 25, 2019. The filing contains extensive forward-looking statements regarding the Company's ability to secure capital and its future growth.
Significant Risks Disclosed:
- Going Concern: Management and auditors have expressed substantial doubt regarding the Company's ability to continue as a going concern.
- Nasdaq Compliance: Risks related to regaining compliance with Nasdaq Capital Market listing requirements, potentially requiring a reverse share split.
- Dilution: Risks of substantial dilution to existing shareholders from periodic issuances.
- Regulatory and Litigation: Risks involving FDA post-market surveillance, medical device reporting, and ongoing shareholder class action litigation regarding the IPO.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received (expected ~$3.7 million).
- Confirm the Company's status regarding Nasdaq listing compliance and any pending reverse share split.
- Review the latest Form 10-K for details on the "substantial doubt" regarding the going concern status.
- Monitor the resumption of the ATM program and the conditions required to reactivate it.
- Check for updates on the outcome of the shareholder class action litigation mentioned in the risk factors.