Form 8-K ReWalk Robotics Ltd. For: Jan 01

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January 5, 2018 5:00 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2018

ReWalk Robotics Ltd.

(Exact name of registrant as specified in its charter)

Israel	001-36612	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3 Hatnufa St., Floor 6, Yokneam Ilit, Israel		2069203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +972.4.959.0123

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2018, the Board of Directors (the “Board”) of ReWalk Robotics Ltd. (the “Company”) appointed Mr. Ori Gon as Chief Financial Officer of the Company, effective February 22, 2018. Mr. Gon replaces Mr. Kevin Hershberger, who informed the Company on January 1, 2018, that he intends to resign as Chief Financial Officer, effective February 22, 2018. Mr. Hershberger’s resignation is to pursue another career opportunity and is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices. The Company and the Board wish to thank Mr. Hershberger for his strategic leadership and contributions to the Company’s growth over the years. Mr. Hershberger will work closely with Mr. Gon to ensure a smooth and seamless transition.

Mr. Gon, 36, has served as a Corporate Controller of the Company since July 2015. Previously, he served as Controller at On Track Innovations, Ltd. from 2012 to 2015. He served as an Audit Manager at KPMG from 2008 to 2012. Mr. Gon served as an officer in the Israeli Defense Forces from 2000 to 2004 and is now a captain in the military reserve. Mr. Gon is a CPA and holds a B.A. in Economics from Hebrew University of Jerusalem.

There are no current arrangements or understandings between Mr. Gon and any other person pursuant to which he was appointed as Chief Financial Officer. The Company and Mr. Gon intend to finalize the terms of his employment agreement, including his compensation arrangements, in the future, at which time such agreement shall be disclosed by the Company. There are no family relationships between Mr. Gon and any of the Company’s other officers and directors and Mr. Gon does not have any direct or indirect material interest in any transactions required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Item 7.01

Regulation FD.

On January 5, 2018, the Company issued a press release, attached hereto as Exhibit 99.1, announcing Mr. Hershberger’s resignation from the Company and Mr. Gon’s appointment as the Company’s Chief Financial Officer.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press release titled “ReWalk Robotics Ltd. Appoints Ori Gon as Chief Financial Officer,” dated January 5, 2018.*

____________________

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ReWalk Robotics Ltd.

	By:	/s/ Kevin Hershberger
	Name:	Kevin Hershberger
	Title:	Chief Financial Officer

Dated: January 5, 2018

Exhibit Index

Exhibit Number		Description
99.1		Press release titled “ReWalk Robotics Ltd. Appoints Ori Gon as Chief Financial Officer,” dated January 5, 2018.*

____________________

* Furnished herewith.

Exhibit 99.1

FOR IMMEDIATE RELEASE

ReWalk Robotics Ltd. Appoints Ori Gon as Chief Financial Officer

MARLBOROUGH, MA / YOKNEAM ILIT, ISRAEL—January 5, 2018 – ReWalk Robotics Ltd. (“ReWalk” or the “Company”) (Nasdaq: RWLK) today announced the Company has appointed its Corporate Controller, Ori Gon as Chief Financial Officer (CFO), effective February 22, 2018, succeeding Kevin Hershberger, who has served as CFO since 2014. Mr. Hershberger is leaving to pursue an outside opportunity after putting in place and executing on ReWalk’s business strategies in collaboration with the Company’s board and management team. Mr. Hershberger will work closely with Mr. Gon to ensure a smooth and seamless transition.

“We are delighted to appoint Ori, who was originally hired and groomed under Kevin’s leadership and guidance, as ReWalk’s new CFO. Ori has a deep knowledge of our operating systems, experience in managing liquidity, and familiarity with our markets, making him uniquely qualified to continue to seamlessly drive our financial strategy,” said ReWalk CEO Larry Jasinski.

“We thank Kevin for all of his many contributions to ReWalk. Kevin has been an integral part and a valuable member of ReWalk’s management team. Kevin was instrumental in establishing a solid financial reporting and controls infrastructure and building an experienced and knowledgeable finance team, following ReWalk’s IPO. For the past three years, he has led strategic funding and business planning efforts to prepare ReWalk for long-term growth. We appreciate him staying on through the transition, and wish him the best in his future endeavors,” added Jasinski.

About ReWalk Robotics Ltd.

ReWalk Robotics Ltd. develops, manufactures and markets wearable robotic exoskeletons for individuals with spinal cord injury. Our 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.

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, 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: ReWalk’s expectations regarding future growth, including its ability to increase sales in its existing geographic markets, expand to new markets and achieve its planned expense reductions; the conclusion of ReWalk’s management for the financial statements for the third quarter of 2017 and for fiscal 2016, and the opinion of ReWalk’s auditors in their report on the Company’s financial statements for fiscal 2016, that there are substantial doubts as to ReWalk’s ability to continue as a going concern; 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 expectations as to its clinical research program and clinical results; ReWalk’s expectations as to the results of, and the Food and Drug Administration’s potential regulatory developments with respect to, ReWalk’s mandatory post-market 522 surveillance study; the outcome of ongoing shareholder class action litigation relating to ReWalk’s initial public offering; ReWalk’s ability to repay its secured indebtedness; ReWalk’s ability to improve its products and develop new products; ReWalk’s ability to maintain adequate protection of its intellectual property and to avoid violation of the intellectual property rights of others; ReWalk’s ability to gain and maintain regulatory approvals; ReWalk’s ability to secure capital from its equity and debt financings in light of limitations under its Form S-3, the price range of its ordinary shares and conditions in the financial markets, and the risk that such financings may dilute ReWalk’s shareholders or restrict its business; ReWalk’s ability to use effectively the proceeds of its offerings of its securities; ReWalk’s ability to maintain relationships with existing customers and develop relationships with new customers; the impact of the market price of ReWalk’s ordinary shares on the determination of whether ReWalk is a passive foreign investment company; ReWalk’s ability to comply 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 compliance with medical device reporting regulations to report adverse events involving its products and the potential impact of such adverse events on ReWalk’s ability to market and sell its products; and other factors discussed under the heading “Risk Factors” in ReWalk’s Annual Report on Form 10-K for the year ended December 31, 2016, as amended, filed with the U.S. Securities and Exchange Commission and other documents subsequently filed with or furnished to the U.S. Securities and Exchange Commission. 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:

Lisa M. Wilson

President

In-Site Communications, Inc.

T: 212-452-2793

E: [email protected]

Media Contact:

Jennifer Wlach

T: 202-261-4000

E: [email protected]