ReWalk Robotics Ltd

RISK FACTORS

Except as set forth below, there have been no material changes to our risk factors from those disclosed in “Part I, Item 1A. Risk Factors” of our 2023 Form 10-K:

We may not be able to continue to comply with Nasdaq’s continued listing standards.

As previously disclosed, on October 10, 2022, we received a notification letter (the “Bid Price Letter”) from Nasdaq that we failed to evidence a minimum closing bid price of $1.00 per share for the prior 30-consecutive business day period in contravention of Nasdaq Listing Rule 5550(a) (“Rule 5550(a)”). We were provided an initial period of 180 days to regain compliance with Rule 5550(a). On April 11, 2023, we received a second notification letter from Nasdaq indicating that we had been provided with an additional period of 180 calendar days, or until October 9, 2023, to regain compliance with Rule 5550(a). The bid price of our ordinary shares did not close at $1.00 per share or more for a minimum of 10 consecutive business days by October 5, 2023, and on October 6, 2023 we were notified by Nasdaq that, based upon our non-compliance with Rule 5550(a), as of October 5, 2023, our securities were subject to delisting unless we timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). We participated in an expedited review with the Panel, which first granted us an extension until January 31, 2024, to regain compliance with Rule 5550(a), including by implementing a reverse share split should such action be necessary to regain compliance.

We thereafter requested a further extension, through March 30, 2024, to allow for additional time for the finalization and implementation of the home health rule administrative proposal by CMS that explicitly includes exoskeletons within a Medicare benefit category. On December 8, 2023, we were notified that the Panel had granted us the requested extension through March 30, 2024, to regain compliance with Rule 5550(a)(2).

As previously disclosed, in connection with our 2023 Annual Meeting of Stockholders, our stockholders authorized our Board to effect a reverse stock split in a ratio from 1-for-2 to 1-for-12, at the Board’s discretion, to be effective on a date to be determined by the Board, and to make conforming amendments to the Articles of Association (the “Articles of Association”) to reflect any such reverse share split. On March 8, 2024, the Board determined to effect the Reverse Split at a ratio of 1-for-7 effective on March 15, 2024 and, approved the corresponding amendments to the Articles of Association and determined to increase the authorized number of shares to 25,000,000.

Following the successful completion of our 1-to-7 reverse stock split, on April 3, 2024, we received a written notice from the Panel that we had regained compliance with Rule 5550(a).

While we regained compliance and are currently in compliance with Nasdaq continued listing requirements, there is no guarantee that we will be able to continue to satisfy Nasdaq’s continued listing requirements to maintain our listing on Nasdaq for any periods of time. Our failure to continue to meet these requirements may result in our securities being delisted from Nasdaq.

Any delisting determination could seriously decrease or eliminate the value of an investment in our ordinary shares and other securities linked to our ordinary shares. While an alternative listing on an over-the-counter exchange could maintain some degree of a market in our ordinary shares, we could face substantial material adverse consequences, including, but not limited to, the following: limited availability for market quotations for our ordinary shares; reduced liquidity with respect to our ordinary shares; a determination that our ordinary shares are “penny stock” under SEC rules, subjecting brokers trading our ordinary shares to more stringent rules on disclosure and the class of investors to which the broker may sell the ordinary shares; limited news and analyst coverage, in part due to the “penny stock” rules; decreased ability to issue additional securities or obtain additional financing in the future; and potential breaches under or terminations of our agreements with current or prospective large shareholders, strategic investors and banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our ordinary shares.

ITEM 2.