What changed in this filing

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Item 1. Business

2022-02-24 compared with 2021-02-18 · 1191 added, 682 removed, 91 unchanged (95% of the section changed)

We are an innovative medical device company that is designing, developing and commercializing robotic exoskeletons that allow individuals with mobility impairments or other

medical conditions the ability to stand and walk once again.

We have developed and are continuing to commercialize our ReWalk Personal and ReWalk Rehabilitation devices for individuals with spinal cord injury (“SCI Products”), which are

exoskeletons designed for individuals with paraplegia that use our patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement.

We have also developed and began commercializing our ReStore device in June 2019.

ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of

individuals with lower limb disability due to stroke.

During the second quarter of 2020 we have finalized and moved to implement two separate agreements to distribute additional product lines in the U.S.

The Company will be the exclusive

distributor of the MediTouch Tutor movement biofeedback systems in the United States and will also have distribution rights for the MYOLYN MyoCycle FES cycles to U.S.

We are an innovative medical device company that is designing,

developing, and commercializing robotic exoskeletons that allow individuals with mobility impairments or other medical conditions the

ability to stand and walk once again.

We have developed and are continuing to commercialize our ReWalk Personal and ReWalk Rehabilitation

devices for individuals with spinal cord injury (“SCI Products”), which are exoskeletons designed for individuals with paraplegia

that use our patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement.

We have also developed our ReStore device, which we began commercializing

in June 2019.

ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability

due to stroke.

During the second quarter of 2020, we finalized and moved to implement two separate agreements to distribute additional

product lines in the United States.

We are the exclusive distributor of the MediTouch Tutor movement biofeedback systems in the United

States and have distribution rights for the MYOLYN MyoCycle FES cycles to U.S.

rehabilitation clinics and personal sales through the U.S.

Department of Veterans

Affairs (“VA”) hospitals and other personal sales.

These new products will improve our product offering to clinics as well as patients within the VA as they both have similar clinician and patient profile.

Department of Veterans Affairs (“VA”) hospitals and other personal sales.

We refer to the MediTouch and MyoCycle devices as

our “Distributed Products.” These Distributed Products will improve our product offering to clinics as well as patients within

the VA as they both have similar clinician and patient profile.

We are in the research stage of ReBoot, a soft exoskeleton for

stroke home and community use.

This product is a complementary product to ReStore as it provides ankle support including plantar

flexion for gait and mobility improvement, and it received Breakthrough Device Designation from the U.S.

Food and Drug Administration

(“FDA”) in November 2021.

Our principal markets are the United States and Europe.

In Europe, we have a direct sales operation in Germany and the United Kingdom and work with distribution partners in

certain other major countries.

We have offices in Marlborough, Massachusetts, Berlin, Germany and Yokneam, Israel, where we operate our business from.

We have in the past generated and expect to generate in the future revenues from a combination of third-party payors, self-payors, including private and government employers, and

institutions.

While a broad uniform policy of coverage and reimbursement by third-party commercial payors currently does not exist in the United States for electronic exoskeleton technologies such as the ReWalk Personal, we are pursuing various

paths of reimbursement and support fundraising efforts by institutions and clinics.

In December 2015, the U.S.

Department of Veterans Affairs, or the VA, issued a national policy for the evaluation, training and procurement of ReWalk Personal

exoskeleton systems for all qualifying veterans across the United States.

The VA policy is the first national coverage policy in the United States for qualifying individuals who have suffered spinal cord injury.

As of December 31, 2020, we had

placed 24 units as part of the VA policy.

According to a 2017 report published by the Centers for Medicare and Medicaid Services, or CMS, approximately 55% of the spinal cord injury population which are at least five

years post their injury date are covered by CMS.

In July 2020, a code was issued for ReWalk Personal 6.0 (effective October 1, 2020), which might later be followed by coverage policy of CMS.

Additionally, to date, several private insurers in the United States and Europe have provided reimbursement for ReWalk in certain cases.

In Germany, we continue to make progress

toward achieving ReWalk coverage from the various government, private and worker’s compensation payors.

In September 2017, each of German insurer BARMER GEK (“Barmer”) and national social accident insurance provider Deutsche Gesetzliche

Unfallversicherung (“DGUV”), indicated that they will provide coverage to users who meet certain inclusion and exclusion criteria.

In February 2018, the head office of German statutory health insurance, or SHI, Spitzenverband (“GKV”) confirmed

their decision to list the ReWalk Personal 6.0 exoskeleton system in the German Medical Device Directory.

This decision means that ReWalk will be listed among all medical devices for compensation, which SHI providers can procure for any approved

beneficiary on a case-by-case basis.

During the year 2020 we have announced several new agreements with German SHIs such as TK and DAK Gesundheit and others as well as the first German Private Health Insurer (“PHI”) that have chosen to enter into

an agreement that outlines the process of obtaining a device for eligible insured patient.

We are currently working with several additional SHIs and PHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk

Personal 6.0 device for their beneficiaries within their system.

During the second quarter of 2020 we finalized and moved to implement two separate agreements to distribute additional product lines in the U.S.

The Company will be the

exclusive distributor of the MediTouch Tutor movement biofeedback systems in the United States and will also have distribution rights for the MYOLYN MyoCycle FES cycles to U.S.

rehabilitation clinics and personal sales through the VA hospitals.

These new products will improve our product offering to clinics as well as patients within the VA as they both have similar clinician and patient profile.

we have a direct sales operation in Germany and work with distribution partners in certain other major countries.

We have offices in Marlborough,

Massachusetts, Berlin, Germany and Yokneam, Israel, from where we operate our business.

We have in the past generated and expect to generate in the future

revenues from a combination of third-party payors (including private and government payors) and self-pay individuals.

While a broad uniform

policy of coverage and reimbursement by third-party commercial payors currently does not exist in the United States for electronic exoskeleton

technologies such as the ReWalk Personal, we are pursuing various paths of reimbursement and support fundraising efforts by institutions

and clinics, such as the VA policy that was issued in December 2015 for the evaluation, training, and procurement of ReWalk Personal exoskeleton

systems for all qualifying veterans suffering from spinal cord injury (“SCI”) across the United States.

We have also been pursuing a coverage policy with the Centers

for Medicare and Medicaid Services (“CMS”), which”) reported in 2017 that it covers approximately 55% of the spinal

cord injury population which are at least five years post their injury date.

In July 2020, following a successful submission and hearing

process, a code was issued for ReWalk Personal 6.0 (effective October 1, 2020), which may later be followed by a coverage policy of CMS.

We are currently seeking to identify the relevant Medicare product category with CMS.

In Germany, we continue to make progress toward achieving coverage

from the various government, private and worker’s compensation payors for our SCI products.

In September 2017, each of German insurer

BARMER GEK (“Barmer”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”),

indicated that they will provide coverage to users who meet certain inclusion and exclusion criteria.

In February 2018, the head office

of German Statutory Health Insurance (“SHI”) Spitzenverband (“GKV”) confirmed their decision to list the ReWalk

Personal 6.0 exoskeleton system in the German Medical Device Directory.

This decision means that ReWalk is listed among all medical devices

for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis.

During the year 2020 and 2021,

we announced several new agreements with German SHIs, including TK and DAK Gesundheit, as well as the first German Private Health Insurer

(“PHI”), which outline the process of obtaining our devices for eligible insured patients.

We are also currently working with

several additional SHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk Personal 6.0 device

for their beneficiaries within their system.

Additionally, to date, several private insurers in the United States and Europe are

providing reimbursement for ReWalk in certain cases.

Evolving COVID-19 Pandemic

The impact of the novel coronavirus (COVID-19) pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely

continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

In an effort to halt the outbreak of COVID-19, a number of countries, including the United States and many countries in

Europe, have placed significant restrictions on travel, and many businesses have announced extended closures.

Although certain of these countries or locales within the countries have begun to allow reopening of certain businesses, it is unclear how

long total or partial shutdowns may last and whether additional shutdowns will be necessary to the extent future outbreaks occur.

The COVID-19 pandemic has affected our ability to engage with our SCI Products, ReStore and Distributed Products existing customers, trial new candidates, deliver ordered units

or repair existing systems, and provide training of our products to new patients who have largely remained at home due to local movement restrictions and to rehabilitation centers, which have temporarily shifted priorities and responses to

pandemic-related medical equipment.

As a result, our revenues for the year 2020 were adversely impacted as we had limited market access and we encountered reduced payor attention that affected our results.

The overall impact of the limitations on

our sales efforts are currently difficult to determine, but we believe that the adverse impact may continue, especially as our ability to trial new patients with our SCI Products is limited and as capital budgets for rehabilitation devices such as

the ReStore are reduced or currently on-hold in most of the clinics and some are enforcing in-clinic restrictions that effect our ability to demonstrate our devices.

We continue to monitor our sales pipeline on a day-to-day basis in order to assess

the quarterly effect of these limitations as some have short term effects and some affects our future pipeline development.

Limitations on travel and business closures recommended by federal, state, and local governments, could, among other

things, impact our ability to enroll patients in clinical trials, recruit clinical site investigators, and obtain timely approvals from local regulatory authorities.

While our manufacturer, Sanmina Corporation, has not shut down its facilities

during the COVID-19 pandemic, our manufacturing may also be impacted due to supply chain delays or adverse impacts on our production capacity due to government directives or health protocols that might impact our production facility, and the

current limitations on our sales activities has made it hard for us to effectively forecast our future requirements for systems.

For more information, see “Part II, Item 1A.

Risk Factors-The COVID-19 pandemic has adversely affected and may continue

to materially and adversely impact our business, our operations and our financial results” and “Part II, Item 1A.

Risk Factors-We depend on a single third party to manufacture our products, and we rely on a limited number of third-party suppliers

for certain components of our products.”

Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain

disruptions and operational challenges faced by our customers.

Continued outbreaks of COVID-19 could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic

downturn or a global recession that could cause significant volatility or decline in the trading price of our securities, affect our ability to execute strategic business activities, affect demand for our products and likely impact our operating

These may further limit or restrict our ability to access capital on favorable terms, or at all, lead to consolidation that negatively impacts our business, weaken demand, increase competition, cause us to reduce our capital spend further,

or otherwise disrupt our business.

To align our expenses with the current business environment, we took measures to adjust our cost structure and anticipated cash usage that have taken effect in the second quarter of 2020 and

beyond, which included reducing our personnel costs and deferring our subcontractors costs mainly within the research and development segment as well as short term reduction in employee’s hours of work in specific areas for a limited period,

eliminating or reducing non-critical consultants, implementing remote working in the United States and Germany, and establishing in-office measures to contain the spread of COVID-19.

These cost actions are designed to retain talent and preserve

cash returns, while at the same time continuing to invest in strategic goals.

These cost actions lasted throughout 2020 as needed, but the Company will continue to monitor the environment and extend or modify these actions, if necessary.

this current situation and the challenges, it imposes, as the year progressed we have developed methods to continue to engage with our current and prospective customers through video conferencing, virtual training events, and online education

demos to offer our support and showcase the value of our products.

The impact of the COVID-19 pandemic has resulted in, and will likely

continue to result in, significant disruptions to the global economy and the capital markets, as well as our business.

In an effort to

halt the outbreak of COVID-19, a number of countries, including the United States and Germany as well as many other countries in Europe,

have implemented numerous measures to contain the pandemic, such as travel bans and restrictions, shelter-in-place orders and shutdowns.

In addition, a significant number of our global suppliers, vendors, distributors and manufacturing facilities are located in regions that

have been affected by the pandemic.

Those operations have been materially adversely affected by restrictive government and private enterprise

measures implemented in response to the pandemic, which in turn, has negatively impacted our operations.

Despite the distribution

of COVID-19 vaccines, new and occasionally more virulent variants of the virus that causes COVID-19, including the Delta and Omicron variants,

have emerged and there is significant uncertainty as to how the countries in which we do business will continue to respond to such outbreaks,

including whether there will be future partial or total shutdowns, which would adversely affect our business.

the Delta and recently Omicron

variant are emerging.

The COVID-19 pandemic has affected our ability to engage with our

SCI Products, ReStore and Distributed Products existing customers, conduct trials of candidates, deliver ordered units or repair existing

systems and provide training of our products to new patients who have largely remained at home due to local movement restrictions and

to rehabilitation centers, which have temporarily shifted priorities and responses to pandemic-related medical equipment.

staffing shortages within the healthcare system itself has resulted in a diminished demand for our SCI Products, as the attention of healthcare

workers and potential patients has turned elsewhere.

As a result, our sales and results of operations have been adversely impacted.

believe that these adverse impacts may continue as long as the pandemic continues to impact our key markets which are Germany and the

United States, especially as long as our ability to conduct trials of product candidates is limited or if our existing customers can’t

train with our SCI Products and as long as capital budgets for rehabilitation devices such as the ReStore remain reduced or on-hold.

Additionally,

some clinics, such as VA clinics, and many other healthcare facilities are enforcing in-clinic restrictions that affect our ability to

demonstrate our devices to patients or start training for qualified potential customers.

We continue to monitor our sales pipeline on

a day-to-day basis in order to assess the effect of these limitations as some have short term effects and some affect our future pipeline

While our sole manufacturer, Sanmina Corporation, has not shut down its facilities during the COVID-19 pandemic, supply chain

delays, component shortages have had a limited impact on our manufacturing, and are also leading to price increases of specific parts.

Other adverse impacts on our production capacity as a result of government directives or health protocols can occur.

Moreover, the current

limitations on our sales activities has made it difficult to effectively forecast our future requirements for systems.

For more information,

see “Part II, Item 1A.

Risk Factors.”

In addition, our future results of operations and liquidity could

be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and

operational challenges faced by our customers.

The occurrence of new outbreaks of COVID-19 could result in a widespread health crisis

that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn or a global recession

that could cause significant volatility or decline in the trading price of our securities, affect our ability to execute strategic business

activities such as business combination, affect demand for our products and likely impact our operating results.

These may further limit

or restrict our ability to access capital on favorable terms, or at all, lead to consolidation that negatively impacts our business, weaken

demand, increase competition, cause us to reduce our capital spend further, or otherwise disrupt our business.

During the pandemic, we have implemented remote working procedures in the United States,

Germany and Israel and are establishing in-office measures to contain the spread of COVID-19 according to local regulations.

vaccination of most of our employees we have gradually returned to work from our offices during 2021 but are currently facing another

disruption with the spread of the Omicron variant.

Despite this current situation and the challenges it imposes, we have developed several

methods to continue to engage with our current and prospective customers with some success through video conferencing, virtual training

events, and online education demos to offer our support and showcase the value of our products.

ReWalk Personal and ReWalk Rehabilitation Products

Development of our SCI Products took over a decade and was spurred by the experiences of our founder, Dr.

Development of our SCI Products took over a decade and was spurred

by the experiences of our founder, Dr.

Amit Goffer, who became a quadriplegic due to an accident.

ReWalk designs are intended for people with paraplegia, a spinal cord injury resulting in complete or incomplete paralysis of the legs, who have the use of their upper bodies and arms.

We currently offer two products:

ReWalk Personal and ReWalk

Rehabilitation.

ReWalk Personal is a breakthrough product that seeks to fundamentally change the health and life experiences of users.

Designed for all-day use, the device is battery-powered and consists of a

light, wearable exoskeleton with integrated motors at the joints, an array of sensors and a computer-based control system to power knee and hip movement.

Current ReWalk designs are intended

for people with paraplegia, a spinal cord injury resulting in complete or incomplete paralysis of the legs, who have the use of their

upper bodies and arms.

We currently offer two products in this category:

ReWalk Personal 6.0 and ReWalk Rehabilitation which is a ReWalk

Personal 6.0 product sold with multiple sizes of our adjustable parts to allow different users the ability to train within a clinic

ReWalk Personal is a novel product that seeks to fundamentally

change the health and life experiences of users.

Designed for all-day use, the device is battery-powered and consists of a light, wearable

exoskeleton with integrated motors at the joints, an array of sensors and a computer-based control system to power knee and hip movement.

The device controls movement using subtle shifts in the user’s center of gravity.

forward tilt of the upper body is sensed by the system, which initiates the first step.

Repeated body shifting generates a sequence of steps that results in a functional walking speed.

Because the exoskeleton supports its own weight and

facilitates the user’s gait, users do not expend unnecessary energy while walking.

While ReWalk does not allow side-to-side actuation, users are able to turn by shifting their weight to the side.

The ReWalk Personal also allows users to sit,

stand and depending on local regulatory approvals, climb and descend stairs.

Use on stairs is currently not cleared by the FDA in the United States;

the Company has submitted a 510(k) application in January 2021 to add this feature into our

labeling as well.

Upon completion of training, which generally consists of approximately 15 one-hour sessions, most users are able to put on and remove the device by themselves while sitting, typically in less than 15 minutes, to operate

the device independently and most are able to put on and remove the devices by themselves.

Safety measures include crutches, which provide additional stability, fall protection, which lowers users slowly and safely in the event of a

malfunction, and the secure “stand” mode, which automatically initiates if the user does not begin walking within two seconds.

ReWalk is also equipped with maintenance alarms, warnings, and backup batteries.

The rechargeable batteries are

easily accessible and can be recharged in any standard power outlet.

Our safety guidelines and FDA specifications, however, require users to be accompanied by a trained companion at all times when using the ReWalk Personal.

ReWalk Personal 6.0

A forward tilt of the upper body is sensed by

the system, which initiates the first step.

Repeated body shifting generates a sequence of steps that results in a functional walking

Because the exoskeleton supports its own weight and facilitates the user’s gait, users do not expend unnecessary energy while

While ReWalk Personal does not allow side-to-side actuation, users are able to turn by shifting their weight to the side.

ReWalk Personal also allows users to sit, stand and depending on local regulatory approvals, climb and descend stairs.

Use on stairs is

currently not cleared by the FDA in the United States;

Upon completion of training, which generally consists of approximately 15

one-hour sessions, most users are able to put on and remove the device by themselves while sitting, typically in less than 15 minutes,

to operate the device independently and most are able to put on and remove the device by themselves.

Safety measures include crutches,

which provide additional stability, fall protection, which lowers users slowly and safely in the event of a malfunction, and the secure

“stand” mode, which automatically initiates if the user does not begin walking within two seconds.

ReWalk Personal is also

equipped with maintenance alarms, warnings, and backup batteries.

The rechargeable batteries are easily accessible and can be recharged

in any standard power outlet.

Our product labeling, however, requires users to be accompanied by a trained companion at all times when

using the ReWalk Personal.

ReWalk Personal 6.0

intended for everyday use at home, at work or in the community.

We began marketing

ReWalk Personal in Europe with CE mark clearance at the end of 2012.

intended for everyday use at home, at work or in the community with a trained companion.

We began marketing ReWalk Personal

in Europe with CE mark clearance at the end of 2012.

We received FDA clearance to market ReWalk Personal in the United States in June

ReWalk Personal units are all manufactured according to the same mechanical

specifications.

Each unit is then permanently sized to fit the individual user and the software is configured for the user’s specifications by the rehabilitation center, clinic or distributor.

● ReWalk Rehabilitation :

designed for the clinical rehabilitation environment, ReWalk Rehabilitation has

adjustable sizing enabling multiple patient use.

ReWalk Personal units are all manufactured according to the same mechanical specifications.

Each unit is then permanently sized

to fit the individual user and the software is configured for the user’s specifications by the rehabilitation center, clinic or

We are currently offering our 6 th generation

Rehabilitation :

the current offering for clinics who wish to implement exo-skeleton training is comprised of our Personal 6.0 unit

along with multiple sizing of different parts, enabling multiple patient use.

The replacement of parts for different sizing is done by

the clinic team and can take between 5 to 15 minutes.

ReWalk Rehabilitation provides a valuable means of exercise and therapy.

It also enables individuals to evaluate their capacity for using ReWalk Personal in the future.

We began marketing

ReWalk Rehabilitation for use in hospitals, rehabilitation centers and stand-alone training centers in the United States and Europe in 2011.

ReWalk Rehabilitation units are all manufactured according to the same mechanical specifications

and are equipped with adjustable sizing for multi-patient use and software that can be configured for the user’s specifications.

In December 2020, the Company decided to end the production of this design.

Additionally, we have received regulatory approval to sell the ReWalk device in other countries.

In the future we intend to seek approval from the applicable regulatory agencies

in other jurisdictions where we may seek to market ReWalk.

enables individuals to evaluate their capacity for using ReWalk Personal in the future.

We began marketing a unique design for use in

hospitals, rehabilitation centers and stand-alone training centers in the United States and Europe in 2011 and in December 2020, we decided

to end the production of this unique design.

Additionally, we have received regulatory approval to sell the

ReWalk Personal device in other countries.

In the future we intend to seek approval from the applicable regulatory agencies in other jurisdictions

where we may seek to market ReWalk Personal.

For more information about the safety of using our SCI products see “Part I, Item 1A.

Risk Factors—Risks Related to our Business and our Industry— Defects in our products or the software that drives them could

adversely affect the results of our operations.

Overview of Spinal Anatomy and Spinal Cord Injury

Spinal Anatomy

The spine is the central core of the human skeleton and provides structural support, alignment, and flexibility to the body.

It consists of 24 interlocking bones, called vertebrae, which are

stacked on top of one another.

The spine is the central core of the human skeleton and provides

structural support, alignment, and flexibility to the body.

It consists of 24 interlocking bones, called vertebrae, which are stacked

on top of one another.

The spine is comprised of five regions, of which there are three primary regions:

cervical, thoracic, and lumbar.

In addition, there is also the sacral region, or sacrum, a triangular-shaped bone, and the coccyx, or

“tailbone,” the bottom portion of the spine.

The spinal cord, housed inside the bony spinal column, is a complex bundle of nerves serving as the main pathway for information connecting the brain and nervous system.

spinal cord is divided into 31 segments that feed sensory impulses into the spinal cord, which in turn relays them to the brain.

Conversely, motor impulses generated in the brain are relayed by the spinal cord to the spinal nerves, which pass the

impulses to muscles and glands.

The spinal cord mediates the reflex responses to some sensory impulses directly, without recourse to the brain, for example, when a person’s leg is tapped, producing the knee jerk reflex.

In addition, there is also the sacral region, or sacrum, a triangular-shaped bone, and the coccyx, or “tailbone,” the bottom

portion of the spine.

The spinal cord, housed inside the bony spinal column, is a complex

bundle of nerves serving as the main pathway for information connecting the brain and nervous system.

The spinal cord is divided into

31 segments that feed sensory impulses into the spinal cord, which in turn relays them to the brain.

Conversely, motor impulses generated

in the brain are relayed by the spinal cord to the spinal nerves, which pass the impulses to muscles and glands.

The spinal cord mediates

the reflex responses to some sensory impulses directly, without recourse to the brain, for example, when a person’s leg is tapped,

producing the knee jerk reflex.

Spinal Cord Injury

Spinal cord injury is the result of a direct trauma to the nerves themselves or damage to the surrounding bones and soft tissues which ultimately impacts the spinal cord.

Spinal cord damage results in a loss of function, such as mobility or feeling.

Spinal cord injury is the result of a direct trauma to the nerves

themselves or damage to the surrounding bones and soft tissues which ultimately impacts the spinal cord.

Spinal cord damage results in

a loss of function, such as mobility or feeling.

In most people who have spinal cord injury, the spinal cord is intact.

Spinal cord injury is not the same as back injury, which may result from pinched nerves or

ruptured disks.

Even when a person sustains a break in a vertebra or vertebrae, there may not be any spinal cord injury if the spinal cord itself is not affected.

There are two types of spinal cord injury – complete and incomplete.

complete injury, a person loses all ability to feel and voluntarily move below the level of the injury.

Spinal cord injury

is not the same as back injury, which may result from pinched nerves or ruptured disks.

Even when a person sustains a break in a vertebra

or vertebrae, there may not be any spinal cord injury if the spinal cord itself is not affected.

There are two types of spinal cord injury

– complete and incomplete.

In a complete injury, a person loses all ability to feel and voluntarily move below the level of the

In an incomplete injury, there is some functioning below the level of the injury.

Upon examination, a patient is assigned a level of injury depending on the location of the spinal cord injury.

Cervical level injuries cause paralysis or weakness in both

arms and legs and is referred to as quadriplegia.

Sometimes this type of injury is accompanied by loss of physical sensation, respiratory issues, bowel, bladder, and sexual dysfunction.

Thoracic level injuries can cause paralysis or

weakness of the legs (paraplegia) along with loss of physical sensation, bowel, bladder, and sexual dysfunction.

Upon examination, a patient is assigned a level of injury depending

on the location of the spinal cord injury.

Cervical level injuries cause paralysis or weakness in both arms and legs and is referred to

as quadriplegia.

Sometimes this type of injury is accompanied by loss of physical sensation, respiratory issues, bowel, bladder, and sexual

Thoracic level injuries can cause paralysis or weakness of the legs (paraplegia) along with loss of physical sensation, bowel,

bladder, and sexual dysfunction.

In most cases, arms and hands are not affected.

Lumbar level injuries result in paralysis or weakness of the legs (paraplegia).

Lumbar level injuries result in paralysis or weakness

of the legs (paraplegia).

Loss of physical sensation, bowel, bladder, and sexual dysfunction can occur.

The shoulder, arm, and hand functions are usually unaffected.

Sacral level injuries primarily cause loss of bowel and bladder function as well as sexual

The shoulder, arm, and hand functions

are usually unaffected.

Sacral level injuries primarily cause loss of bowel and bladder function as well as sexual dysfunction.

Clinical evidence

Published clinical studies indicate ReWalk Personal’s ability to deliver a functional walking speed.

In addition, our experience working with healthcare practitioners and ReWalk

users, including reports by study participants, as well as multiple clinical studies, some of which are published in peer-reviewed journals, have been carried out to establish the effectiveness and the potential secondary health benefits achieved

by using the SCI Products for individuals with spinal cord injuries.

Certain of the benefits suggested include:

Published clinical studies indicate ReWalk Personal’s ability to deliver a functional

walking speed.

In addition, certain potential secondary health benefits have been reported by healthcare practitioners and ReWalk users,

including study participants.

Although these benefits have not been established as conclusive clinical data in randomized controlled trials,

these reported secondary health benefits include:

reduced pain;

4 unchanged sentences

increase in oxygen uptake and heart rate as a result of walking as opposed to sitting and standing;

ability to ambulate at a speed greater than 0.4 meters per second, which is considered to be conducive to outdoor related community ambulation;

ability to ambulate at a speed greater than 0.4 meters per second, which is considered

to be conducive to outdoor related community ambulation;

reduced hospitalizations.

Although study participants and other ReWalk users have reported the secondary health benefits listed above, currently there is no conclusive clinical data establishing any

secondary health benefits of ReWalk.

We believe that using our SCI Products may have the ability to reduce the lifetime healthcare costs of individuals with spinal cord injuries, which we believe will make it economically attractive for individuals

and third-party payors.

While we believe that using the SCI Products could potentially offer significant advantages over competing technologies and therapies, disadvantages include the time it takes for a user to put on the device, the slower pace

of the device compared to a wheelchair, the weight of it when carried, which makes it more burdensome for a companion to transport than a wheelchair, and the requirement that users be accompanied by a trained companion.

We believe that using our SCI Products may have the ability to

reduce the lifetime healthcare costs of individuals with spinal cord injuries, which we believe will make it economically attractive for

individuals and third-party payors.

While we believe that using the SCI Products could potentially offer significant advantages over competing

technologies and therapies, disadvantages include the time it takes for a user to put on the device, the slower pace of the device compared

to a wheelchair, the training required by the user and companion, the weight of it when carried, which makes it more burdensome for a

companion to transport than a wheelchair, and the requirement that users be accompanied by a trained companion.

Market Opportunity

ReWalk’s current and near-term market opportunities include providing a solution for persons with spinal cord injury that can be used in the clinic and/or home settings, and a solution for

therapists to use during stroke rehabilitation in their clinics.

For persons with spinal cord injury, confinement to a wheelchair can cause severe physical and psychological deterioration, resulting in bad health, poor quality of life, low

self-esteem, and high medical expenses.

In addition, the secondary medical consequences of paralysis can include difficulty with bowel and urinary tract function, osteoporosis, loss of lean mass, gain in fat mass, insulin resistance, diabetes,

and heart disease.

The cost of treating these conditions is substantial.

The National Spinal Cord Injury Statistical Center, or the NSCISC, estimates that complications related to paraplegia cost, excluding indirect costs such as losses in wages,

fringe benefits and productivity, approximately $500,000 in the first-year post-injury and significant additional amounts over the course of an individual’s lifetime.

Further, secondary complications related to spinal cord injury can reduce life

expectancies for spinal cord injury, or SCI, patients.

The young average age at time of injury and significant remaining life expectancy, the likelihood of living at home and lifetime cost of treatment highlight the need for an out-of-hospital

solution with demonstrated health and social benefits.

The NSCISC estimates as of 2020 that there were 294,000 people in the United States living with spinal cord injury, or SCI, with an annual incidence of approximately 17,810 new

cases per year.

Approximately 44,000 of such patients are veterans and are eligible for medical care and other benefits from the VA.

With 25 VA spinal cord injury centers, the VA has the largest single network of spinal cord injury care in the

United States.

The University of Alabama-Birmingham Department of Physical Medicine and Rehabilitation operates the NSCISC, which maintains the world’s largest database on spinal cord injury

Since 2015, motor vehicle crashes have been the leading cause of reported spinal cord injury cases (39%), followed by falls (32%), acts of violence (14%) and sports injuries (8%).

78% of spinal cord injuries occur among the male

According to NSCISC data, upon hospital discharge, 87% of persons with spinal cord injuries are sent to private, non-institutional residence (in most cases, their homes prior to injury).

Current and near-term market opportunities include providing a

solution for persons with spinal cord injury that can be used in the clinic and/or home settings.

For persons with spinal cord injury,

confinement to a wheelchair can cause severe physical and psychological deterioration, resulting in bad health, poor quality of life,

low self-esteem, and high medical expenses.

In addition, the secondary medical consequences of paralysis can include difficulty with bowel

and urinary tract function, osteoporosis, loss of lean mass, gain in fat mass, insulin resistance, diabetes, and heart disease.

of treating these conditions is substantial.

The National Spinal Cord Injury Statistical Center (the “NSCISC”) estimates that

complications related to paraplegia cost, excluding indirect costs such as losses in wages, fringe benefits and productivity, approximately

$500,000 in the first-year post-injury and significant additional amounts over the course of an individual’s lifetime.

secondary complications related to spinal cord injury can reduce life expectancies for SCI patients.

The young average age at time of

injury and significant remaining life expectancy, the likelihood of living at home and lifetime cost of treatment highlight the need for

an out-of-hospital solution with demonstrated health and social benefits.

The NSCISC estimates according to their 2021 report that there were 296,000 people in

the United States living with SCI, with an annual incidence of approximately 17,900 new cases per year.

According to the VA data there

are approximately 42,000 of such patients are veterans and are eligible for medical care and other benefits from the VA out of which 27,000

are receiving treatment annually.

With 25 VA spinal cord injury centers, the VA has the largest single network of spinal cord injury care

in the United States.

The University of Alabama-Birmingham Department of Physical Medicine

and Rehabilitation operates the NSCISC, which maintains the world’s largest database on spinal cord injury research.

motor vehicle crashes have been the leading cause of reported spinal cord injury cases (39%), followed by falls (32%), acts of violence

(14%) and sports injuries (8%).

78% of spinal cord injuries occur among the male population.

According to NSCISC data, upon hospital

discharge, 87% of persons with spinal cord injuries are sent to private, non-institutional residence (in most cases, their homes prior

Based on information from a 2017 report by the NSCISC, 40.4% of the total U.S.

population of SCI patients suffered injuries between levels T4 and L5.

Three published ReWalk trials for SCI patients

had an aggregate screening acceptance rate of 79% considering all current FDA limitations, resulting in an estimated 32% of the total population of SCI patients can be considered as candidates for current ReWalk products.

For important qualifying

information about this determination, see “Part I, Item 1A.

Risk Factors—Risks Related to our Business and our Industry—The market for medical exoskeletons, including soft suit devices, remains relatively new and unproven, and important

assumptions about the potential market for our current and future products may be inaccurate.”

of SCI patients suffered injuries between levels T4 and L5.

Four published ReWalk trials for SCI patients had an aggregate screening acceptance

rate of 50% considering all current FDA limitations, resulting in an estimated 20.2% of the total population of SCI patients can be considered

as candidates for current ReWalk Personal 6.0 product according to the device instructions for use.

For important qualifying information

about this determination, see “Part I, Item 1A.

Risk Factors—Risks Related to our Business and our Industry—The market

for medical exoskeletons, including soft suit devices, remains relatively new and unproven, and important assumptions about the potential

market for our current and future products may be inaccurate.”

Sales and Marketing activities

Our initial commercialization efforts focused on penetrating rehabilitation centers, hospitals, and similar facilities that treat patients with spinal cord injuries to become an integral part of

their rehabilitation programs and to develop a broad-based training network with these facilities to prepare users for home and community use.

As our business has developed, we have shifted our commercialization efforts to marketing ReWalk

Personal with insurance companies, physicians, and physiotherapists as a standard of care that can be used routinely at home, at work or in the community.

We market and sell our products directly to third party payers, institutions, including rehabilitation centers, individuals and through third-party distributors.

We sell our products directly in

Germany, the United Kingdom, and the United States and primarily through distributors in our other markets.

In our direct markets, we have established relationships with rehabilitation centers and the spinal cord injury community, and in our

indirect markets, our distributors maintain these relationships.

Sales of ReWalk Personal are generated primarily from the patient base at our rehabilitation centers, referrals through the spinal cord injury community and direct inquiries from

potential users.

As of December 31, 2020, we had placed 119 units in use at rehabilitation centers and 492 personal units in a home or community use, compared to 119 units and 453 units,

respectively, as of December 31, 2019.

In the near future, we intend to continue focusing on our reimbursement efforts, pursuing insurance claims on a case-by-case basis, managing claims through the review process, and investing in efforts to

expand commercial reimbursement coverage.

Although we cannot predict the time it will take to achieve higher acceptance rates of our SCI Products, we believe that further clinical evidence supporting the benefits of

using the device will be a key element to accelerate it.

Our initial commercialization efforts focused on penetrating rehabilitation

centers, hospitals, and similar facilities that treat patients with spinal cord injuries to become an integral part of their rehabilitation

programs and to develop a broad-based training network with these facilities to prepare users for home and community use.

As our business

has developed, we have shifted our commercialization efforts to marketing of our ReWalk Personal with insurance companies, physicians,

and physical therapists as a standard of care that can be used routinely at home, at work or in the community under the supervision of

a trained companion in accordance with the user assessment and training certification program.

We market and sell our products directly to third party payers,

institutions, including rehabilitation centers, individuals and through third-party distributors.

We sell our products directly in Germany

and the United States and primarily through distributors in our other markets.

In our direct markets, we have established relationships

with rehabilitation centers and the spinal cord injury community, and in our indirect markets, our distributors maintain these relationships.

Sales of ReWalk Personal are generated primarily from the patient base at rehabilitation centers, referrals through the spinal cord injury

community and direct inquiries from potential users through our different marketing efforts.

As of December 31, 2021, we had placed 121 ReWalk Rehabilitation

units in use at rehabilitation centers and 533 ReWalk Personal units in a home or community use, compared to 119 ReWalk Rehabilitation

units and 492 ReWalk Personal units as of December 31, 2020.

In the near future, we intend to continue focusing on our reimbursement

efforts, pursuing insurance claims on a case-by-case basis, managing claims through the review process, and investing in efforts to expand

commercial reimbursement coverage.

Although we cannot predict the time it will take to achieve higher

acceptance rates of our SCI Products, we believe that further clinical evidence supporting the benefits of using the device will be a

key element to accelerate it.

Third-Party Reimbursements

United States

In the United States rehabilitation centers generally purchase the ReWalk Rehabilitation unit and then charge patients for ReWalk therapy on a per-session basis.

institutions may then seek reimbursement from insurance companies for each session.

In December 2015, the VA issued a national policy for the evaluation, training, and procurement of ReWalk Personal exoskeleton systems for all qualifying veterans across the United States.

policy is the first national coverage policy in the United States for qualifying individuals who have suffered spinal cord injury.

In June 2018 the VA has updated this policy to include more training options for individuals who could not complete

the training due to distance from a VA site.

In the United States rehabilitation centers generally purchase

the ReWalk Rehabilitation unit and then charge patients for ReWalk therapy on a per-session basis.

These institutions may then seek reimbursement

from insurance companies for each session.

In December 2015, the VA issued a national policy for the evaluation,

training, and procurement of ReWalk Personal exoskeleton systems for all qualifying veterans across the United States.

The VA policy

is the first national coverage policy in the United States for qualifying individuals who have suffered spinal cord injury.

In June 2018 the VA has updated this policy to include more training options for individuals who could not complete the training due to

distance from a VA site.

As of December 31, 2021, we had placed 25 units as part of the VA policy.

The VA accounted for 10.0% of our total revenues for the year ended December 31, 2020.

We continue to work with the VA to

accelerate the pace of implementation of the VA policy.

While no broad uniform policy of coverage and reimbursement for electronic exoskeleton medical technology exists among commercial insurance payors in the United States,

reimbursement may be achieved on a case-by-case basis.

To date, payments for the ReWalk Personal device have been made primarily through case-by-case determinations by third-party payors, including commercial insurers in the United States, by

self-payors and donations and, to a lesser extent, through the use of funds from insurance and/or accident settlements.

As of December 31, 2020, we had 14 cases pending in the United States for insurance coverage decisions.

The VA accounted for 6.97% of our total

revenues for the year ended December 31, 2021.

We continue to work with the VA to accelerate the pace of implementation of the VA

policy including by accelerating the usage of the “Choice” program which allows training for our devices in additional sites

besides the VA regional hub sites.

Successful commercialization depends in significant part on adequate

coverage and reimbursement from third party payors, which may include government payors (such as Medicare and Medicaid programs in the

United States), managed care organizations, and private health insurers.

In general, each third-party payor decides which devices

will be covered and reimbursed, establishes reimbursement and co-pay levels and sets conditions for coverage and reimbursement.

While no broad uniform policy of coverage and reimbursement for

electronic exoskeleton medical technology exists among commercial insurance payors in the United States, reimbursement may be achieved

on a case-by-case basis.

To date, payments for the ReWalk Personal device have been made primarily through case-by-case determinations

by third-party payors, including commercial insurers in the United States, by self-payors and donations and, to a lesser extent, through

the use of funds from insurance and/or accident settlements.

As of December 31, 2021, we had 15 cases pending in the United States for insurance

coverage decisions.

For more information, see “Part I, Item 1A.

Risk Factors—Risks Related to

our Business and our Industry— We may fail to secure or maintain adequate insurance coverage or reimbursement for our products by third-party payors, which risk may be heightened if insurers find the products to be investigational or experimental

or if new government regulations change existing reimbursement policies.

Additionally, such coverage or reimbursement, even if maintained, may not produce revenues that are high enough to allow us to sell our products profitably.”

According to a 2017 report published by the Centers for Medicare and Medicaid Services, or CMS, approximately 55% of the spinal cord injury population which are at least five

years post their injury date are covered by CMS.

In December 2019, we submitted the first application for code issuance for ReWalk Personal 6.0 and in July 2020, a code was issued for ReWalk Personal 6.0 (effective October 1, 2020), which might

later be followed by coverage policy of CMS.

While we believe that a positive response from CMS may broaden coverage by private insurers, we cannot currently predict how long it would take for us to receive a decision from CMS nor can we predict

other business elements that will be decided by CMS, such as price per unit or product labeling.

Risk Factors—Risks Related to our Business and our Industry—

We may fail to secure or maintain adequate insurance coverage or reimbursement for our products by third-party payors, which risk may

be heightened if insurers find the products to be investigational or experimental or if new government regulations change existing reimbursement

Additionally, such coverage or reimbursement, even if maintained, may not produce revenues that are high enough to allow us

to sell our products profitably.”

According to a 2017 report published by the Centers for Medicare

and Medicaid Services, or CMS, approximately 55% of the spinal cord injury population which are at least five years post their injury

date are covered by CMS.

In order to be covered and reimbursed by Medicare, the ReWalk Personal

6.0 must, among other things, be classified into an applicable Medicare benefit category.

In December 2021, CMS established a new

process for issuing Medicare benefit category determinations.

Until CMS issues a benefit category determination for a given product,

the product’s Medicare benefit category is evaluated by CMS contractors on a case-by-case basis as part of adjudicating individual

Medicare claims.

Medicare benefit categories include, but are not limited to, prosthetics, orthotics, and durable medical equipment.

In general, each Medicare benefit category has distinct coverage and payment rules and requirements.

In December 2019, we submitted the first application

for a unique code to describe the ReWalk Personal 6.0 and, in July 2020, a unique code was issued for ReWalk Personal 6.0 (effective October

With the issuance of a unique code, we are currently seeking clarity from CMS as the applicable Medicare benefit category.

Depending on the specific Medicare benefit category determination by CMS, Medicare coverage and payment for a product could be more or

less favorable.

If CMS determines that no Medicare benefit category is available, this would mean that a product is not covered

While we believe that a positive response from CMS as to the applicable Medicare benefit category for the ReWalk Personal

6.0 may broaden coverage by commercial payors, we cannot currently predict how long it would take for us to receive a decision from CMS,

the outcome of any such decision or other business elements that may be decided by CMS in evaluating Medicare coverage or reimbursement

such as Medicare reimbursement per unit or Medicare coverage restrictions based on product labeling.

Nor can we predict how other

third-party payors will respond to any decision by CMS regarding Medicare coverage and reimbursement.

For more information, see “Part I, Item 1A.

Risk Factors—Risks Related to our Business and our Industry— We may fail to secure or maintain adequate

insurance coverage or reimbursement for our products by third-party payors, which risk may be heightened if insurers find the products to be investigational or experimental or if new government regulations change existing reimbursement policies.

Additionally, such coverage or reimbursement, even if maintained, may not produce revenues that are high enough to allow us to sell our products profitably.”

As part of our plan for growth, we intend to continue working with both national and regional commercial insurance companies, health care practitioners, physicians, researchers,

and the SCI community to support efforts to demonstrate the benefits and the case to secure potential coverage policies based on supportive data and appeal rulings that have deemed exoskeleton devices a “medically necessary” standard of care for

individuals with SCI.

Our efforts in the future will be focused on continued education of insurers through data application, supporting clinical trials to demonstrate the clinical benefits of using the SCI Products, working with advocacy groups,

ongoing communication as well as trying to obtain CMS coverage for the ReWalk Personal 6.0 device.

Western Europe

Reimbursement for ReWalk in Europe varies by country and historically certain third-party payors have provided reimbursement for our products in certain cases in Germany and

We initially focused our efforts in Europe in Germany where we continue to make progress toward achieving ReWalk coverage from the various government, private, and worker’s compensation payers.

Risk Factors—Risks

Related to our Business and our Industry— We may fail to secure or maintain adequate insurance coverage or reimbursement for our

products by third-party payors, which risk may be heightened if insurers find the products to be investigational or experimental or if

new government regulations change existing reimbursement policies.

Additionally, such coverage or reimbursement, even if maintained, may

not produce revenues that are high enough to allow us to sell our products profitably.”

As part of our plan for growth, we intend to continue working with

both national and regional commercial insurance companies, health care practitioners, physicians, researchers, and the SCI community to

support efforts to demonstrate the benefits of our SCI Products.

In addition, we plan to pursue potential coverage policies with third

party payors based on supportive data and appeal rulings that have deemed exoskeleton devices a “medically necessary” under

the standard of care for individuals with SCI.

Our efforts in the future will be focused on continued education of third party payors

through data application, supporting clinical trials to demonstrate the clinical benefits of using the SCI Products, working with advocacy

groups, ongoing communication as well continuing to seek greater clarity regarding Medicare coverage and reimbursement standards applicable

to the ReWalk Personal 6.0 device.

Reimbursement for ReWalk in Europe varies by country and historically

certain third-party payors have provided reimbursement for our products in certain cases in Germany and Italy.

We initially focused our European efforts in Germany where we continue

to make progress toward achieving ReWalk coverage from the various government, private, and worker’s compensation payers.

Specifically:

In September 2017, Barmer confirmed it will provide ReWalk systems to all qualifying beneficiaries.

Barmer provides insurance coverage for nearly ten million people in Germany, as a member of the German Statutory Health Insurance

(“SHI”) network and one of the most significant national insurers in the country.

Exoskeletons will be provided to users that meet certain inclusion criteria and assessment by the German Health Insurance Medical Service (Medizinischer

Dienst der Krankenversicherungen) before and after training.

Barmer has already begun processing claims with users entering training for in-home use of an exoskeleton.

We remain in discussion with Barmer regarding a contract based on

their 2017 decision.

In September 2017 Germany’s national social accident insurance provider, DGUV, indicated that the DGUV’s member payers, including the health insurance association Berufsgenossenschaft (also known as BG) and state insurers, will approve the supply of exoskeleton systems for qualifying beneficiaries on a case-by-case basis.

DGUV is comprised of 36 different insurers, which

provide coverage for more than 80 million individuals in Germany.

Per the agreement, eligible individuals will go to BG clinics for evaluation as a part of the procurement.

In May 2020 the DGUV agreed to a binding offer to the

evaluation, training, and supply of the ReWalk Personal 6.0 device to qualified individuals.

In February 2018, the GKV confirmed its decision to list the ReWalk Personal system in the German MDD, a comprehensive list of all medical devices which are principally and regularly reimbursed by German SHI providers.

Personal was added to the official German list of medical aids, code number 23.29.01.2001, in June 2018.

This decision means that ReWalk Personal will be listed among all medical devices for compensation, which SHI providers can procure

for any approved beneficiary on a case-by-case basis.

During the year 2020 we have announced several new agreements with SHIs such as TK and DAK-Gesundheit and others as well as the first German Private Health Insurer (“PHI”) that have chosen

to enter into an agreement that outlines the process to obtaining a device for eligible insured patients.

Patients who are covered under these contracts and policies must be medically evaluated for their eligibility to use the ReWalk Personal device.

If medically qualified, the

patient, along with his or her physician, must apply for coverage of the device.

If a patient is found eligible and medically fit to use our Personal 6.0 device, we first enter into a rental agreement which allows the patient the necessary period

to train on how to use the device and then after approval from the insurer the patient receives a personal device to use at home or in the community.

We are currently working with several additional SHIs and PHIs on securing a formal operating

contract that will establish the process of obtaining a ReWalk Personal 6.0 device for their beneficiaries within their system.,

As of December 31, 2020, there were 84 insurance cases pending in Germany.

We believe that our recent coverage decisions and the existing claims will eventually lead other German

insurers, to provide coverage on a broad scale.

In September 2017, Barmer confirmed it will provide ReWalk systems to all qualifying

beneficiaries.

Barmer provides insurance coverage for nearly nine million people in Germany, as a member of the SHI network and one of

the most significant national insurers in the country.

Exoskeletons are provided to users that meet certain inclusion criteria and assessment

by the German Health Insurance Medical Service (Medizinischer Dienst der Krankenversicherungen) before and after training.

discussion with Barmer regarding a contract based on their 2017 decision.

In September 2017 Germany’s national social accident insurance provider, DGUV,

indicated that the DGUV’s member payers, including the health insurance association Berufsgenossenschaft

(also known as BG) and state insurers, will approve the supply of exoskeleton systems for qualifying beneficiaries on a case-by-case

DGUV is comprised of 36 different insurers, which provide coverage for more than 80 million individuals in Germany.

Per the agreement,

eligible individuals go to BG clinics for evaluation as a part of the procurement.

In May 2020 the DGUV agreed to a binding offer

to the evaluation, training, and supply of the ReWalk Personal 6.0 device to qualified individuals.

In February 2018, the GKV-Spitzenverband (Central Federal Association of (the) Statutory

Health Insurance Funds) confirmed its decision to list the ReWalk Personal system in the German MDD, a comprehensive list of all medical

devices which are principally and regularly reimbursed by German SHI and PHI providers.

The ReWalk Personal was added to the official

German list of medical aids, code number 23.29.01.2001, in June 2018.

This decision means that ReWalk Personal is listed among all medical

devices for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis.

During the year 2020 we have announced several new agreements with SHIs such as TK and DAK-Gesundheit and

others as well as the first German Private Health Insurer (“PHI”) that have chosen to enter into an agreement with us that

outline the process to obtaining a device for eligible insured patients.

In March 2021 we entered into a contract with BKK Mobile Oil health insurance to supply ReWalk’s

Personal 6.0 System to eligible persons in Germany.

In June 2020, a certain SHI has appealed the decision of the State Social Court, which

ordered the supply of the SHI’s insured SCI person with ReWalk.

The State Social Court ruled and deemed ReWalk as the medical aid

which will directly compensate the plaintiff’s disability.

The SHI appealed this ruling with the Federal Social Court ( Bundessozialgericht ),

which now has to decide whether an exoskeleton, as an orthopedic aid that replaces the function of the legs and enables independent walking

and standing, serves to directly compensate for disability.

The cost-effectiveness of an aid that serves to directly compensate for a

disability is generally to be assumed and only examined if two actually equivalent but differently priced aids are available for selection.

The 3rd Senate of the Federal Social Court is expected to announce the hearing date in the coming months.

Patients who are covered under these contracts and policies

must be medically evaluated for their eligibility to use the ReWalk Personal device.

If medically qualified, the patient, along with his

or her physician, must apply for coverage of the device.

If a patient is found eligible and medically fit to use our Personal 6.0 device,

we first enter into a rental agreement which allows the patient the necessary period to train on how to use the device which usually takes

between 3 to 6 months and then after approval from the insurer the patient receives a personal device to use at home or in the community.

We are currently working with several additional SHIs and PHIs on securing a formal operating contract that will establish the process

of obtaining a ReWalk Personal 6.0 device for their beneficiaries within their system.

As of December 31, 2021, there were 56 insurance cases pending

We believe that our recent coverage decisions and the existing claims will eventually lead other German insurers to provide

coverage on a broader scale, but this is not guaranteed.

For more information, see “Part I, Item 1A.

Risk Factors—Risks Related to our Business and our Industry— We may fail to secure or maintain adequate insurance coverage or reimbursement for our products

by third-party payors….”

We continue to support clinical research and academic publications, which we believe will further support the case for coverage.

We have also had success with reimbursement by private insurers and worker’s compensation in other European countries and one of the examples was achieved in March 2018, when the

Italian Ministry of Labor and Social Policy’s statutory insurance corporation put in place a coverage policy that will provide exoskeleton systems for all qualifying beneficiaries.

This policy, the first of its kind in Italy, will provide

individuals with spinal cord injury access to obtain their own ReWalk Personal device so that they can stand and walk again.

Since the initiation of coverage, we have supplied 9 units through our Italian distributor to individuals covered by this

Risk Factors—Risks

Related to our Business and our Industry— We may fail to secure or maintain adequate insurance coverage or reimbursement for our

products by third-party payors which risk may be heightened if insurers find the products to be investigational or experimental or if

new government regulations change existing reimbursement policies.

Additionally, such coverage or reimbursement, even if maintained, may

not produce revenues that are high enough to allow us to sell our products profitably.”

We continue to support clinical research and academic publications,

which we believe will further support the case for coverage.

We have distribution agreements in several European countries where

we also had success with reimbursement by private insurers, worker’s compensation.

One of the examples was achieved in March 2018,

when the Italian Ministry of Labor and Social Policy’s statutory insurance corporation put in place a coverage policy that will

provide exoskeleton systems for all qualifying beneficiaries.

This policy, the first of its kind in Italy, will provide individuals with

spinal cord injury access to obtain their own ReWalk Personal device so that they can stand and walk again.

Since the initiation of coverage,

we have supplied 10 units through our Italian distributor to individuals covered by this policy.

Other Funding Sources

In addition to being funded by third-party payors, including private insurance plans, government programs such as the VA, and Worker’s Compensation, ReWalk Personal is also

funded by self-payers.

This includes individuals who purchase ReWalk with funds from legal settlements with insurance companies or third parties.

In June 2017 we unveiled our lightweight exo-suit ReStore system designed initially for rehabilitation of stroke patients.

The patented soft exo-suit technology was

originally developed at Harvard University’s Wyss Institute for Biologically Inspired Engineering, or Harvard, where it also underwent initial clinical testing that demonstrated its potential to improve walking for stroke survivors.

and Harvard entered into a multi-year research collaboration agreement in 2016 which provides ReWalk license to intellectual property relating to lightweight exo-suit system technologies for lower limb disabilities and provides access to

future innovations that emerge from this collaboration and may be relevant to additional stroke products or other therapies.

The development and regulatory approval of ReStore took us approximately three years and in June 2019 we received

FDA clearance following CE clearance that was obtained in May 2019.

Following the regulatory approvals, we have started to commercialize the ReStore product.

For more information on the collaboration with Harvard, see “Research and

Development-Research and Development Collaborations.”.

In addition to being funded by third-party payors, including private

insurance plans, government programs such as the VA, and worker’s compensation, ReWalk Personal is also funded by self-payers.

includes individuals who purchase ReWalk with funds from legal settlements with insurance companies or third parties.

In June 2017 we unveiled our lightweight exo-suit ReStore system

designed initially for rehabilitation of stroke patients.

The patented soft exo-suit technology was originally developed at Harvard

University’s Wyss Institute for Biologically Inspired Engineering, (“Harvard”) where it also underwent initial

clinical testing that demonstrated potential to improve walking for stroke survivors.

ReWalk and Harvard entered into a multi-year

research collaboration agreement in 2016 which provides ReWalk license to intellectual property relating to lightweight exo-suit system

technologies for lower limb disabilities and provides access to future innovations that emerge from this collaboration and may be relevant

to additional stroke products or other therapies.

The development and regulatory clearance process for ReStore took us approximately three

In June 2019, we received FDA clearance following CE clearance in May 2019.

Following the regulatory clearances, we began

to commercialize the ReStore product.

For more information on the collaboration with Harvard, see “Research and Development-Research

and Development Collaborations.”.

ReStore exo-suit

The ReStore product is comprised of a soft, fabric-based design which connects to a lightweight waist pack and mechanical cables that help lift the patient’s affected leg in synchronized timing

The ReStore product is comprised of a soft, fabric-based design

which connects to a lightweight waist pack and mechanical cables that help lift the patient’s affected leg in synchronized timing

with their natural walking pattern.

The lightweight structure wraps around the waist and supports an actuator with a motor, computer, and cable, along with sensors attached to a stable point on the user’s calf and footplate in the user’s shoe.

This design transfers forces in a controlled manner and targeted assistance to the patient ankle during forward propulsion (plantarflexion) and ground clearance (dorsiflexion), two key phases of the gait cycle.

The ReStore system is designed to

provide advantages to stroke rehabilitation clinics and therapists as compared to other traditional therapies and devices by improving the quality and pace of care, supplying real-time analytics to optimize session productivity, and generating

ongoing data reports to assist with tracking patient progress.

We expect the device may also provide other secondary benefits for rehabilitation clinics, including reducing staffing and/ or equipment requirements, staff fatigue and the risk for

potential staff injuries.

Published clinical trials that were conducted at Harvard using the soft-suit design on stroke patients have shown varying levels of improvements, with the main ones being

improved forward propulsion, reductions in compensatory behaviors including paretic hip hiking and circumduction as well as reduction in metabolic burden associated with post stroke walking.

The Company is currently supporting additional clinical

trials using the ReStore device.

The main market for ReStore is rehabilitation clinics with a stroke therapy program or clinics that would like to broaden their stroke presence.

This product is marketed and sold

directly to rehabilitation clinics for use during the course of the treatment of their patients which is generally reimbursed by private payors as well as statutory health insurers and CMS.

During the second half of 2019 we expanded our sales and

marketing presence in the U.S.

in order to accelerate the product penetration, which was affected by the impact of the COVID-19 pandemic, especially on clinics and hospitals as they shifted resources and attention during 2020.

Geographically we

see our priorities as the United States and Europe.

Stroke incidence rate in the United States is 795,000 incidences per year and the survival rate is approximately 80%.

Of this stroke population, 80% are left with some type of lower limb

This patient population seeks treatment in one of the thousands inpatient, outpatient, skilled nursing facilities and rehabilitation clinics providing therapy.

With the clinical evidence we have to date on ReStore, its unique design

and the cost-effective offer compared to other products, we believe the ReStore soft-suit has an opportunity to be considered as a standard of care among clinics during their stroke patients therapy, but we also recognize that the process to

achieve that might be long and will occur once national or regional healthcare providers include the device within their stroke therapy program.

We believe that in order to accelerate adoption, further clinical evidence is required as well as

continued education on the new ReStore design and its unique advantages compared to current therapies and products.

As of December 31, 2020, and December 31, 2019, we had placed 21 and 16 ReStore units, respectively.

The market in which we operate is characterized by active competition and rapid technological change, and we expect competition to increase.

Competition arises from providers of

other mobility systems and prosthetic devices used in the clinic and/or home settings.

We are aware of a number of other companies developing competing technology and devices, and some of these competitors may have greater resources, greater name recognition,

broader product lines, or larger customer bases than we do.

Our principal competitors in the medical exoskeleton market consist of Ekso Bionics (NASDAQ:

The lightweight structure wraps around the waist and supports an actuator with a motor, computer,

and cable, along with sensors attached to a stable point on the user’s calf and footplate in the user’s shoe.

transfers forces in a controlled manner and provides targeted assistance to the patient ankle during forward propulsion (plantarflexion)

and ground clearance (dorsiflexion), two key phases of the gait cycle.

The ReStore system is designed to provide advantages to stroke

rehabilitation clinics and therapists as compared to other traditional therapies and devices by improving the quality and pace of care,

supplying real-time analytics to optimize session productivity, and generating ongoing data reports to assist with tracking patient progress.

Published clinical trials that were conducted at Harvard using

the soft-suit design on stroke patients have shown varying levels of improvements, with the main ones being improved forward propulsion,

reductions in compensatory behaviors including paretic hip hiking and circumduction as well as reduction in metabolic burden associated

with post stroke walking.

There are currently two studies on-going with the ReStore device.

that are measuring the improvement in walking

speed following training with the soft suit as well as comparing the results of traditional training with soft suit training.

The main market for ReStore is rehabilitation clinics with a stroke

therapy program or clinics that would like to broaden their stroke presence.

This product is marketed and sold directly to rehabilitation

clinics for use during the course of the treatment of their patients which is generally reimbursed by commercial and government payors.

During the second half of 2019 we expanded our sales and marketing presence in the United States in order to accelerate product penetration

after receiving received FDA and CE clearance.

These efforts were impacted by the COVID-19 pandemic, as clinics and hospitals shifted

resources and attention during the pandemic.

Geographically we see our priorities as the United States and Europe.

Stroke incidence rate in the United States is 795,000 incidences

per year and the survival rate is approximately 80%.

Of this stroke population, 80% are left with some type of lower limb disability.

This patient population seeks treatment in one of the approx.

1,600 primary and comprehensive inpatient, outpatient, and rehabilitation

clinics providing therapy to stroke patients.

With the clinical evidence we have to date on ReStore, its unique design and its cost-effectiveness

compared to other products, we believe the ReStore soft-suit has an opportunity to be adopted in multiple clinics during their

stroke patients therapy.

However, we also recognize that the process to achieve that might be long and will likely only occur once

national or regional healthcare providers include the device within their stroke therapy programs.

We also believe that in order to accelerate

adoption, further clinical evidence is required as well as continued education on the new ReStore design and its unique advantages compared

to current therapies and products.

As of December 31, 2021, and December 31, 2020, we had placed 30

and 21 ReStore units, respectively.

We are also in the stage of research with ReBoot, a soft exoskeleton

for stroke home and community use.

This product is a complementary product to ReStore, and it received Breakthrough Device Designation

from the FDA in November 2021.

The ReBoot is a lightweight, battery-powered orthotic exo-suit intended to assist ambulatory functions

in individuals with reduced ankle function related to neurological injuries, such as stroke.

The ReBoot is a customizable personalized

device intended for home and community use with an estimated market of 500,000 annual stroke patients who require walking assistance after

being discharged home.

We are currently finalizing the design which

will be followed by development of the ReBoot device and we will then potentially submit a premarket notification for regulatory clearance

with the FDA and other regulatory agencies after the completion of necessary clinical studies and market assessment.

The market in which we operate is characterized by active competition

and rapid technological change, and we expect competition to increase.

Competition arises from providers of other mobility systems and

prosthetic devices used in the clinic and/or home settings.

We are aware of a number of other companies developing competing

technology and devices, and some of these competitors may have greater resources, greater name recognition, broader product lines, or

larger customer bases than we do.

Our principal competitors in the medical exoskeleton market consist

of Ekso Bionics (NASDAQ:

EKSO), Rex Bionics Pty, Cyberdyne (Tokyo Stock Exchange:

7779), Parker Hannifin

PH), FREE Bionics, Hocoma, AlterG, and Bioness.

These products may also compete with the ReStore exo-suit, as well as manual forms of gait training which do not involve robotic assistive devices.

We believe that our ReWalk Personal device possesses key competitive advantages over these companies, such as our tilt-sensor technology that provides a self-initiated walking

experience, more natural gait and faster functional walking speed, the ability to support its own weight and broad user specifications.

7779), Parker Hannifin (NYSE:

PH), FREE Bionics, Hocoma,

AlterG and Bioness (acquired by Bioventus (NASDAQ:

These products may also compete with the ReStore exo-suit, as well as manual

forms of gait training which do not involve robotic assistive devices.

We believe that our ReWalk Personal device possesses key competitive

advantages over these companies’ products, such as our tilt-sensor technology that provides a self-initiated walking experience,

more natural gait and faster functional walking speed, the ability to support its own weight and broad user specifications.

ReWalk Personal is the first medical exoskeleton cleared by the FDA for personal use in the United States.

We believe that our ReStore soft exo-suit device will have key competitive advantages over the products of our competitors, including a design that facilitates a natural,

functional walking pattern through flexible materials, sensors, and powered plantarflexion as well as dorsiflexion, making it the only solution of its type of which we are aware of that supports such movements, achieving that with a lower cost and

weight than rigid skeletal devices.

In addition, we compete with alternative devices and alternative therapies, including treadmill-based gait therapies, such as those offered by Hocoma, AlterG, Aretech and Reha

Other medical device or robotics companies, academic and research institutions, or others may develop new technologies or therapies that provide a superior walking experience, are more effective in treating the secondary medical

conditions that we target or are less expensive than our current or future products.

We believe that our ReStore soft exo-suit device has several competitive

advantages over the products of our competitors, including a design that facilitates a natural, functional walking pattern through flexible

materials, sensors, and powered plantarflexion as well as dorsiflexion, making it the only solution of its type of which we are aware

of that supports such movements, achieving that with a lower cost and weight than rigid exoskeletal devices.

In addition, we compete with alternative devices and alternative

therapies, including treadmill-based gait therapies, such as those offered by Hocoma, Tyromotion, AlterG, Aretech and Reha Technology.

Other medical device or robotics companies, academic and research institutions, or others may develop new technologies or therapies that

provide a superior walking experience, are more effective in treating the secondary medical conditions that we target or are less expensive

than our current or future products.

Our technologies and products could be rendered obsolete by such developments.

We may also compete with other treatments and technologies that address the secondary medical conditions that ReWalk seeks to mitigate.

We may also compete with other treatments and technologies that

address the secondary medical conditions that ReWalk seeks to mitigate.

Community Engagement and Education

We devote significant resources to engagement with and education of the spinal cord injury community with respect to the benefits of our SCI Products.

We actively seek opportunities to partner with

hospitals, rehabilitation centers and key opinion leaders to engage in research and development and clinical activities.

We devote significant resources to engagement with and education

of the spinal cord injury community with respect to the benefits of our SCI Products, as well as for our ReStore device.

We actively seek

opportunities to partner with hospitals, rehabilitation centers and key opinion leaders to engage in research and development and clinical

We also seek to educate and gain support from organizations such as patient advocacy groups and clinician societies with the

goal of promoting adoption of exoskeleton technology from patient, clinician, and payor communities.

We believe that our success has been and will continue to be driven in part by our reputation and acceptance within the spinal cord injury

We are also looking into ways to promote the ReStore device through different advocacy groups to accelerate adoption and support the uniqueness of this technology when compared to current therapies and products.

To date, multiple advocacy groups have issued public endorsement to cover the ReWalk Personal device, including leading United States-based national organizations such as the

United Spinal Association and the Dana and Christopher Reeves Foundation, as well as others.

We believe that our success has been

and will continue to be driven in part by our reputation and acceptance within the spinal cord injury community.

We are also looking into

ways to promote the ReStore device through different advocacy groups to accelerate adoption and support the uniqueness of this technology

when compared to current therapies and products.

To date, multiple advocacy groups have issued public endorsements of the ReWalk Personal device, including

leading United States-based national organizations such as the United Spinal Association and the Dana and Christopher Reeves Foundation,

as well as others.

In addition, the National Institute for Health and Care excellence in the United Kingdom (also known as “NICE”),

has issued a public announcement regarding the ReStore device.”).

Services and Customer Support

Our centers of operations in Marlborough, Massachusetts and Berlin, Germany coordinate all customer support and product service functions for North America and Europe,

respectively, through dedicated technical service personnel who provide product services and customer support through training to healthcare providers and support to product users.

Our centers of operations in Marlborough, Massachusetts and Berlin,

Germany coordinate all customer support and product service functions for North America and Europe, respectively, through dedicated technical

service personnel who provide product services and customer support through training to healthcare providers and support to product users.

Research and Development

We are committed to investing in a robust research and development program to support our current product line and to potentially develop our pipeline of new and complementary and new products,

and we believe that ongoing research and development efforts are essential to our success.

Our research and development team consists of both in-house and external staff, including engineers, machinists, researchers and marketing, quality,

manufacturing, regulatory and clinical personnel, which we employ in the most efficient way we can and see fit to our current and future needs, who work closely together to design, enhance, and validate our technologies.

This research and

development team conceptualizes technologies and then builds and tests prototypes before refining and/or redesigning, as necessary.

Our regulatory and clinical personnel work in parallel with engineers and researchers, allowing us to anticipate

and resolve potential issues at early stages in the development cycle.

Our level of research and development investment depends on our available resources, business plans, and future needs.

We are committed to investing in a robust research and development

program to support our current product line and to potentially develop our pipeline of new and complementary products, and we believe

that ongoing research and development efforts are essential to our success.

Our research and development team consists of both in-house

and external staff, including engineers, machinists, researchers and marketing, quality, manufacturing, regulatory and clinical personnel,

which we employ as efficiently as possible meet our current and future needs, and who work closely together to design, enhance, and validate

our technologies.

This research and development team conceptualizes technologies and then builds and tests prototypes before refining

and/or redesigning, as necessary.

Our regulatory and clinical personnel work in parallel with engineers and researchers, allowing us to

anticipate and resolve potential issues at early stages in the development cycle.

Our level of research and development investment depends

on our available resources, business plans, and future needs.

For more information, see “Part I, Item 1A.

Factors — Risks Related to Our Business and Our Industry — Our future growth and operating results will depend on our ability to develop, receive regulatory clearance for, and commercialize new products and penetrate new product and geographic

We plan to focus our research and development efforts in the future by continually improving and potentially expanding our functional technological platform, by expanding the indication of use

of our lightweight “soft suit” exoskeleton to other medical conditions as well as home therapy or adding a new indication of use.

Regarding our Personal 6.0 product we are working on product improvement, expanding our labeling, and in the

longer term by developing our next generation device with design improvements.

New medical indications that affect the ability to walk may include multiple sclerosis, cerebral palsy, Parkinson’s disease, and elderly assistance.

We conduct our research and development efforts at our facility in Yokneam, Israel.

We believe that the close interaction among our research and development and manufacturing

groups allows for timely and effective realization of our new product concepts.

Our research and development efforts have been financed, in part, through funding from the Israel Innovation Authority, or the IIA (formerly known as Office of the Chief

Scientist in the Israel Ministry of Economy), and from the Israel-U.S.

Binational Industrial Research and Development, or BIRD Foundation.

From our inception through December 31, 2020, we received funding totaling $1.97 million from the IIA and

$500 thousand from the BIRD Foundation.

Risk Factors — Risks

Related to Our Business and Our Industry — Our future growth and operating results will depend on our ability to develop, receive

regulatory clearance for, and commercialize new products and penetrate new product and geographic markets.”

We plan to focus our research and development efforts in the future

by continually improving and potentially expanding our functional technological platform, by expanding the indication of use of our lightweight

“soft suit” exoskeleton to other medical conditions, as well as home therapy with the ReBoot device or adding a new indication

Regarding our ReWalk Personal 6.0 product we are working on product improvement and expanded labeling which we plan to launch

following regulatory approval, and in the longer term by developing our next generation device with design improvements.

New medical indications

impacting the ability to walk that we may pursue include multiple sclerosis, cerebral palsy, Parkinson’s disease, and elderly assistance.

We conduct our research and development efforts mainly at our facility

in Yokneam, Israel.

We believe that the close interaction among our research and development and manufacturing groups allows for timely

and effective realization of our new product concepts.

Our research and development efforts have been financed, in part,

through funding from the Israel Innovation Authority, or the IIA (formerly known as Office of the Chief Scientist in the Israel Ministry

of Economy) (“IIA”).

From our inception through December 31, 2021, we received funding totaling $1.97 million from the

For more information regarding our research and development financing arrangements, see “Part II.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources” and “—Grants and Other Funding.”

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “—Grants

and Other Funding.”

Research and Development Collaborations

On May 16, 2016, we entered into the Research Collaboration Agreement, or Collaboration Agreement, and the Exclusive License Agreement, or Harvard License Agreement, with

Under the Collaboration Agreement, we and Harvard agreed to collaborate on research regarding the development of lightweight soft suit exoskeleton system technologies for lower limb disabilities, which are intended to treat stroke,

multiple sclerosis, mobility limitations for the elderly and other medical applications.

Under the Collaboration Agreement, we pay Harvard quarterly installment payments to help fund the research.

Subject to the terms of the Collaboration

Agreement, we and Harvard are required to report our respective research results and findings to each other on a regular basis.

The Collaboration Agreement governs ownership of the research results and inventions generated in performance of the

research collaboration and provides us the option to negotiate with Harvard for a license to certain new inventions of Harvard conceived in performance of the collaboration.

The Collaboration Agreement was amended on April 1, 2018, to extend the term of the Collaboration Agreement by one year to May 16, 2022, and reallocate the Company’s quarterly installment

payments to Harvard through such date, and make certain technical changes.

The agreement was further amended on April 30, 2020, to extend the term until February 16, 2023, and with certain adjustments to the quarterly installments, subject to

payment of a minimum funding commitment which was already paid as of December 31, 2020.

Under applicable circumstances, we may terminate the agreement if there is a loss of Harvard’s principal investigator or if we do not believe that we have

or can secure sufficient funding to proceed.

The Collaboration Agreement may also be terminated by either Harvard or us due to a material uncured breach by the other party or upon termination of the Harvard License Agreement.

termination occurs it does not affect the Harvard License Agreement.

We may amend the Collaboration Agreement in the future depending on our commercialization focus, market conditions, spending plan, and other factors.

Under the Harvard License Agreement, we are granted an exclusive, worldwide royalty-bearing license under certain patents of Harvard relating to lightweight “soft suit” exoskeleton system

technologies for lower limb disabilities, a royalty-free license under certain related know-how and the option to obtain a license under certain inventions conceived under our joint research collaboration.

Harvard retains the right to practice

the patents for research, educational and scholarly purposes.

We are required to use commercially reasonable efforts to develop products under the license in accordance with an agreed-upon development plan and to introduce and market such

products commercially.

In addition to an upfront fee and royalties on net sales, we are obligated to pay Harvard certain milestone payments upon the achievement of certain product development and commercialization milestones.

We also agreed to

reimburse Harvard for expenses incurred in connection with the filing, prosecution, and maintenance of the licensed patents.

The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim of the licensed patents.

We may terminate the License

Agreement for any reason upon 60 days’ prior written notice, while Harvard may terminate the License Agreement if we do not obtain requisite insurance or become insolvent.

The Harvard License Agreement may also be terminated by Harvard or us due to

the other party’s material uncured breach.

The Collaboration Agreement and Harvard License Agreement contain, as applicable, customary representations and warranties and customary enforcement, indemnification, and insurance provisions.

further discussion of the Collaboration Agreement and Harvard License Agreement, see Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2020.

In September 2013, we entered into a strategic alliance with Yaskawa Electric Corporation (“Yaskawa”), pursuant to which, among other arrangements, we granted Yaskawa the

exclusive right to market, distribute and commercialize our products in Japan, China and other East Asian countries.

In connection with the closing of the first tranche of the private placement of our ordinary shares to Timwell, on May 15, 2018 we

terminated the distribution rights granted to Yaskawa in China (including Hong Kong and Macau).

We terminated all other distribution rights granted to Yaskawa effective September 24, 2020.

On May 16, 2016, we entered into the Research Collaboration

Agreement (“Collaboration Agreement”) and the Exclusive License Agreement (“Harvard License Agreement”) with Harvard.

Under the Collaboration Agreement, we and Harvard agreed to collaborate on research regarding the development of lightweight soft suit

exoskeleton system technologies for lower limb disabilities, which are intended to treat stroke, multiple sclerosis, mobility limitations

for the elderly and other medical applications.

Under the Collaboration Agreement, we pay Harvard quarterly installment payments to help

fund the research.

Subject to the terms of the Collaboration Agreement, we and Harvard are required to report our respective research

results and findings to each other on a regular basis.

The Collaboration Agreement governs ownership of the research results and inventions

generated in performance of the research collaboration and provides us the option to negotiate with Harvard for a license to certain new

inventions of Harvard conceived in performance of the collaboration.

The Collaboration Agreement, as amended, expires on March 31, 2022.

We and Harvard might

consider a new arrangement to support our research efforts in the future.

Under applicable circumstances, we may terminate the Collaboration

Agreement if there is a loss of Harvard’s principal investigator or if we do not believe that we have or can secure sufficient funding

The Collaboration Agreement may also be terminated by either Harvard or us due to a material uncured breach by the other party

or upon termination of the Harvard License Agreement.

If the Collaboration Agreement terminates, other than in connection with a termination

of the Harvard License Agreement, the Harvard License Agreement will continue in full force and effect.

We may amend the Collaboration

Agreement in the future depending on our commercialization focus, market conditions, spending plan, and other factors.

Under the Harvard License Agreement, we have been granted

an exclusive, worldwide royalty-bearing license under certain patents of Harvard relating to lightweight “soft suit” exoskeleton

system technologies for lower limb disabilities, a royalty-free license under certain related know-how and the option to obtain a license

to certain inventions conceived under our joint research collaboration.

Harvard retains the right to practice the patents for research,

educational and scholarly purposes.

We are required to use commercially reasonable efforts to develop products under the Harvard License

Agreement in accordance with an agreed-upon development plan and to introduce and market such products commercially.

In addition to an

upfront fee and royalties on net sales, we are obligated to pay Harvard certain milestone payments upon the achievement of certain product

development and commercialization milestones.

We have also agreed to reimburse Harvard for expenses incurred in connection with the filing,

prosecution, and maintenance of the licensed patents.

The Harvard License Agreement will continue in full force and effect

until the expiration of the last-to-expire valid claim of the licensed patents, or it is terminated in accordance with its terms.

terminate the License Agreement for any reason upon 60 days’ prior written notice, while Harvard may terminate the License Agreement

if we do not maintain requisite insurance or become insolvent.

The Harvard License Agreement may also be terminated by Harvard or us due

to the other party’s material uncured breach.

The Collaboration Agreement and Harvard License Agreement contain,

as applicable, customary representations and warranties and customary enforcement, indemnification, and insurance provisions.

discussion of the Collaboration Agreement and Harvard License Agreement, see Note 9 to our consolidated financial statements for the fiscal

year ended December 31, 2021.

In September 2013, we entered into a strategic alliance with Yaskawa

Electric Corporation (“Yaskawa”), pursuant to which, among other arrangements, we granted Yaskawa the exclusive right to market,

distribute and commercialize our products in Japan, China and other East Asian countries.

In connection with the closing of the first

tranche of a private placement of our ordinary shares to Timwell Corporation Limited, a Hong Kong corporation (“Timwell”),

on May 15, 2018 we terminated the distribution rights granted to Yaskawa in China (including Hong Kong and Macau).

We terminated all other

distribution rights granted to Yaskawa effective September 24, 2020.

For more information on the Timwell private placement, see

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Timwell Private Placement.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and

Capital Resources—Timwell Private Placement.”

Intellectual Property

Protection of our intellectual property is important to our business.

We seek to protect our intellectual property through a combination of patents, trademarks, confidentiality, and assignment

agreements with our employees and certain of our contractors and confidentiality agreements with certain of our consultants, scientific advisors and other vendors and contractors.

In addition, we rely on trade secrets law to protect our

proprietary software and product candidates/products in development.

In addition to ReWalk’s portfolio of issued patents and pending patent applications, the Company licenses certain patented and patented pending technology from a third party as

described above under the “Research and Development” section.

As of December 31, 2020, we have 9 issued patents in the United States and 11 issued patents outside of the United States, as well as 13 pending patent applications for our

technology in the United States, Canada, China, and Europe.

As such, in the United States and Europe, we have apparatus patent claims covering aspects of ReWalk and similar devices which use a plurality of sensors to empower tilt-sensor technology,

as well as method patent claims covering certain methods of user activation and control of systems such as ReWalk.

While our apparatus claims focus on protecting ReWalk in terms of its physical and structural characteristics, we believe that our

method claims provide additional protection for our technology.

We do not currently license any of the technology contained in our currently commercialized ReWalk Personal 6.0, other than with respect to technology that is generally publicly

available, but we may do so in the future.

Patents filed both in the United States and Europe generally have a life of 20 years from their earliest effective filing date.

As the oldest of our issued patents relating to

our tilt-sensor technology was filed in May 2001, our patents on that technology do not begin to expire until May 2021.

We currently hold a registered trademark in Israel and the United States, as well as pending trademark applications in Europe and the United Kingdom, for the mark “ReWalk”.

currently hold a registered trademark in United States, Europe and the United Kingdom for the mark “Restore”.

The employment agreement of our founder and former President and Chief Technology Officer, Dr.

Amit Goffer, provides that a patent pending relating to a standing wheelchair is

his individual property and that he may independently engage in the development of a standing wheelchair.

The agreement also provides that we and any of our affiliates or successors have the royalty-free right to the exclusive use in the field of

exoskeletons of any intellectual property developed by Dr.

Goffer, alone or jointly with others (whether or not as part of the development of a standing wheelchair and whether or not developed through a company), while he is our employee,

consultant or board member and for three years thereafter.

Goffer retired from serving as our President and Chief Technology Officer on November 18, 2015, and as a member of our board of directors on December 3, 2015.

We cannot be sure that our intellectual property will provide us with a competitive advantage or that we will not infringe on the intellectual property rights of others.

addition, we cannot be sure that any patents will be granted in a timely manner or at all with respect to any of our patent pending applications.

For a more comprehensive discussion of the risks related to our intellectual property, see “Part I,

We seek to protect our intellectual property through a combination of patents, trademarks, confidentiality, and assignment agreements

with our employees and certain of our contractors and confidentiality agreements with certain of our consultants, scientific advisors

and other vendors and contractors.

In addition, we rely on trade secrets law to protect our proprietary software and product candidates/products

in development.

In addition to our portfolio of issued patents and pending patent

applications, we license certain patented and patented pending technology from a third party as described above under the “Research

and Development” section.

As of December 31, 2021, we have 10 issued patents in the United

States and 12 issued patents outside of the United States, as well as 12 pending patent applications for our technology in the United

States, China, and Europe.

As such, in the United States and Europe, we have apparatus patent claims covering aspects of ReWalk and similar

devices which use a plurality of sensors to empower tilt-sensor technology, as well as method patent claims covering certain methods of

user activation and control of systems such as ReWalk.

While our apparatus claims focus on protecting ReWalk in terms of its physical

and structural characteristics, we believe that our method claims provide additional protection for our technology.

We do not currently

license any of the technology contained in our currently commercialized ReWalk Personal 6.0, other than with respect to technology that

is generally publicly available, but we may do so in the future.

Patents filed both in the United States and Europe (as well as

other countries) generally have a term of 20 years from their earliest effective filing date, although can be slightly longer depending

upon a local jurisdiction’s rules and laws.

For example, the oldest of our issued patents relating to our tilt-sensor technology

was filed in May 2001 in the United States and would typically expire in May 2021.

However, this patent actually expires in April of 2022

due to patent term adjustment (PTA) of 689 days for delays in examination by the United States Patent and Trademark Office.

The corresponding

European patent to this United States patent was filed in February of 2002 and expires in February of 2022.

We currently hold a registered trademark in the United States,

Europe and Israel as well as pending trademark application in the United Kingdom, for the mark “ReWalk”.

We currently hold

a registered trademark in United States, Europe and the United Kingdom for the mark “ReStore”.

We cannot be sure that our intellectual property will provide

us with a competitive advantage especially as some of our older patents begin to expire, or that we will not infringe on the intellectual

property rights of others.

In addition, we cannot be sure that any patents will be granted in a timely manner or at all with respect to

any of our patent pending applications.

For a more comprehensive discussion of the risks related to our intellectual property, see “Part

Risk Factors—Risks Related to Our Intellectual Property.”

Government Regulation

Our medical products and manufacturing operations are regulated by the FDA and other federal and state agencies.

Our products are regulated as medical devices in the United

States under the Federal Food, Drug, and Cosmetic Act, or the FFDCA, as implemented and enforced by the FDA.

The FDA regulates the development, testing, manufacturing, labeling, storage, installation, servicing, advertising, promotion, marketing,

distribution, import, export, and market surveillance of our medical devices.

Our medical products and manufacturing operations are regulated

by the FDA and other federal and state agencies.

Our products are regulated as medical devices in the United States under the Federal

Food, Drug, and Cosmetic Act, or the FFDCA, as implemented and enforced by the FDA.

The FDA regulates the development, testing, manufacturing,

labeling, storage, installation, servicing, advertising, promotion, marketing, distribution, import, export, and market surveillance of

our medical devices.

Premarket Regulatory Requirements

Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a 510(k) premarket notification, approval of a

premarket approval application (PMA), or issuance of a de novo order.

Under the FFDCA, medical devices are classified into one of three classes—Class I, Class II or Class III—depending on the degree of risk associated with each medical device and

the extent of control needed to provide reasonable assurance of safety and effectiveness.

Classification of a device is important because the class to which a device is assigned determines, among other things, the necessity and type of FDA review

required prior to marketing the device.

Class I devices are those for which reasonable assurance of safety and effectiveness can be assured by adherence to general controls that include compliance with the applicable portions of the FDA’s Quality

System Regulation, or QSR, facility registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising, and promotional materials.

Class I also includes devices for which there

is insufficient information to determine that general controls are sufficient to provide reasonable assurance of the safety and effectiveness of the device or to establish special controls to provide such assurance, but that are not life-supporting

or life-sustaining or for a use which is of substantial importance in preventing impairment of human health, and that do not present a potential unreasonable risk of illness of injury.

Class II devices are those for which general controls alone are insufficient to provide reasonable assurance of safety and effectiveness and there is sufficient information to establish “special

controls.” These special controls can include performance standards, post-market surveillance, patient registries, and FDA guidance documents.

While most Class I devices are exempt from the 510(k) premarket notification requirement, most Class II

devices require a 510(k) premarket notification to be marketed in the U.S.

As a result, manufacturers of most Class II devices are required to submit to the FDA premarket notifications under Section 510(k) of the FFDCA requesting classification

of their devices in order to market or commercially distribute those devices.

To obtain a 510(k), a substantial equivalence determination for their devices, manufacturers must submit to the FDA premarket notifications demonstrating that the

proposed device is “substantially equivalent” to a predicate device already on the market.

A predicate device is a legally marketed device that is not subject to premarket approval, or PMA, meaning, (i) a device that was legally marketed prior to

May 28, 1976 (pre-amendments device) and for which a PMA is not required, (ii) a device that has been reclassified from Class III to Class II or I, or (iii) a device that was found substantially equivalent through the 510(k) process.

agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device.

If the device is not “substantially equivalent” to a previously cleared device,

the device is automatically a Class III device.

The device sponsor must then fulfill more rigorous premarket approval requirements or can request a risk-based classification determination for the device in accordance with the “de novo” process,

which is a route to market for medical devices that are low to moderate risk but are not substantially equivalent to a predicate device.

Devices that are intended to be life sustaining or life supporting, devices that are implantable, devices that present a potential unreasonable risk of harm or are of substantial

importance in preventing impairment of health, and devices that are not substantially equivalent to a predicate device are placed in Class III and generally require approval of a PMA, unless the device is a pre-amendment device not yet subject to a

regulation requiring premarket approval.

The PMA process is more demanding than the 510(k) premarket notification process.

In a PMA, the manufacturer must demonstrate that the device is safe and effective, and the PMA must be supported by extensive

data, including data from preclinical studies and clinical trials.

The PMA must also contain a full description of the device and its components, a full description of the methods, facilities and controls used for manufacturing, and proposed

Following receipt of a PMA, the FDA determines whether the application is sufficiently complete to permit a substantive review.

If the FDA accepts the application for review, it has 180 days under the FFDCA to complete its review of a

PMA, although in practice, the FDA’s review often takes significantly longer, and can take up to several years.

Clinical trials are almost always required to support PMAs and are sometimes required to support 510(k) submissions.

All clinical investigations of devices to determine safety

and effectiveness must be conducted in accordance with the FDA’s investigational device exemption, or IDE, regulations that govern investigational device labeling, prohibit promotion of the investigational device, and specify recordkeeping,

reporting and monitoring responsibilities of study sponsors and study investigators.

If the device presents a “significant risk,” as defined by the FDA, the agency requires the device sponsor to submit an IDE application to the FDA, which must

become effective prior to commencing human clinical trials.

The IDE will automatically become effective 30 days after receipt by the FDA, unless the FDA denies the application or notifies the company that the investigation is on hold and may not

If the FDA determines that there are deficiencies or other concerns with an IDE that require modification of the study, the FDA may permit a clinical trial to proceed under a conditional approval.

In addition, the study must be approved by,

and conducted under the oversight of, an Institutional Review Board, or IRB, for each clinical site.

If the device presents a non-significant risk to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one

or more IRBs without separate approval from the FDA, but must still comply with abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed consent, and labeling and record-keeping

requirements.

In June 2014, the FDA granted our petition for “de novo” classification, which provides a route to market for medical devices that are low to moderate risk, but are not

substantially equivalent to a predicate device, and classified ReWalk as Class II subject to special controls.

The ReWalk is intended to enable individuals with spinal cord injuries to perform ambulatory functions under supervision of a specially

trained companion, and inside rehabilitation institutions.

Unless an exemption applies, each medical device commercially distributed

in the United States requires either FDA clearance of a 510(k) premarket notification, approval of a premarket approval application (PMA),

or issuance of a de novo order.

Under the FFDCA, medical devices are classified into one of three classes—Class I, Class II or Class

III—depending on the degree of risk associated with each medical device and the extent of control needed to provide reasonable assurance

of safety and effectiveness.

Classification of a device is important because the class to which a device is assigned determines, among

other things, the necessity and type of FDA review required prior to marketing the device.

Class I devices are those for which reasonable

assurance of safety and effectiveness can be assured by adherence to general controls that include compliance with the applicable portions

of the FDA’s Quality System Regulation, or QSR, facility registration and product listing, reporting of adverse medical events,

and appropriate, truthful and non-misleading labeling, advertising, and promotional materials.

Class I also includes devices for which

there is insufficient information to determine that general controls are sufficient to provide reasonable assurance of the safety and

effectiveness of the device or to establish special controls to provide such assurance, but that are not life-supporting or life-sustaining

or for a use which is of substantial importance in preventing impairment of human health, and that do not present a potential unreasonable

risk of illness of injury.

Class II devices are those for which general controls alone are

insufficient to provide reasonable assurance of safety and effectiveness and there is sufficient information to establish “special

controls.” These special controls can include performance standards, post-market surveillance, patient registries, and FDA guidance

While most Class I devices are exempt from the 510(k) premarket notification requirement, most Class II devices require

a 510(k) premarket notification to be marketed in the U.S.

As a result, manufacturers of most Class II devices are required to submit

to the FDA premarket notifications under Section 510(k) of the FFDCA requesting classification of their devices in order to market

or commercially distribute those devices.

To obtain a 510(k), a substantial equivalence determination for their devices, manufacturers

must submit to the FDA premarket notifications demonstrating that the proposed device is “substantially equivalent” to a predicate

device already on the market.

A predicate device is a legally marketed device that is not subject to premarket approval, or PMA, meaning,

(i) a device that was legally marketed prior to May 28, 1976 (pre-amendments device) and for which a PMA is not required, (ii) a

device that has been reclassified from Class III to Class II or I, or (iii) a device that was found substantially equivalent through the

510(k) process.

If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant

510(k) clearance to commercially market the device.

If the device is not “substantially equivalent” to a previously cleared

device, the device is automatically a Class III device.

The device sponsor must then fulfill more rigorous premarket approval requirements

or can request a risk-based classification determination for the device in accordance with the “de novo” process, which is

a route to market for medical devices that are low to moderate risk but are not substantially equivalent to a predicate device.

Devices that are intended to be life sustaining or life supporting,

devices that are implantable, devices that present a potential unreasonable risk of harm or are of substantial importance in preventing

impairment of health, and devices that are not substantially equivalent to a predicate device are placed in Class III and generally require

approval of a PMA, unless the device is a pre-amendment device not yet subject to a regulation requiring premarket approval.

The PMA process

is more demanding than the 510(k) premarket notification process.

In a PMA, the manufacturer must demonstrate that the device is safe

and effective, and the PMA must be supported by extensive data, including data from preclinical studies and clinical trials.

also contain a full description of the device and its components, a full description of the methods, facilities and controls used for

manufacturing, and proposed labeling.

Following receipt of a PMA, the FDA determines whether the application is sufficiently complete

to permit a substantive review.

If the FDA accepts the application for review, it has 180 days under the FFDCA to complete its review

of a PMA, although in practice, the FDA’s review often takes significantly longer, and can take up to several years.

Clinical trials are almost always required to support PMAs and

are sometimes required to support 510(k) submissions.

All clinical investigations of devices to determine safety and effectiveness must

be conducted in accordance with the FDA’s investigational device exemption, or IDE, regulations that govern investigational device

labeling, prohibit promotion of the investigational device, and specify recordkeeping, reporting and monitoring responsibilities of study

sponsors and study investigators.

If the device presents a “significant risk,” as defined by the FDA, the agency requires

the device sponsor to submit an IDE application to the FDA, which must become effective prior to commencing human clinical trials.

IDE will automatically become effective 30 days after receipt by the FDA, unless the FDA denies the application or notifies the company

that the investigation is on hold and may not begin.

If the FDA determines that there are deficiencies or other concerns with an IDE that

require modification of the study, the FDA may permit a clinical trial to proceed under a conditional approval.

In addition, the study

must be approved by, and conducted under the oversight of, an Institutional Review Board, or IRB, for each clinical site.

If the device

presents a non-significant risk to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or

more IRBs without separate approval from the FDA, but must still comply with abbreviated IDE requirements, such as monitoring the investigation,

ensuring that the investigators obtain informed consent, and labeling and record-keeping requirements.

In June 2014, the FDA granted our petition for “de novo”

classification, which provides a route to market for medical devices that are low to moderate risk, but are not substantially equivalent

to a predicate device, and classified ReWalk as Class II subject to special controls.

The ReWalk is intended to enable individuals with

spinal cord injuries to perform ambulatory functions under supervision of a specially trained companion, and inside rehabilitation institutions.

The special controls established in the de novo order include the following:

compliance with medical device consensus standards;

clinical testing to demonstrate safe and effective use

considering the level of supervision necessary and the use environment;

non-clinical performance testing, including durability testing to demonstrate that the device performs as intended under anticipated conditions of use;

a training program;

labeling related to device use and user training.

The special controls of this de novo order also apply to competing products seeking FDA clearance.

In June 2019, the FDA issued a 510(k) clearance for ReStore which means that the device can be marketed in the U.S.

ReStore is intended to be used to assist ambulatory functions in rehabilitation

institutions under the supervision of a trained therapist for people with hemiplegia or hemiparesis due to stroke.

ReStore complies with special controls includes the following:

compliance with medical device consensus standards;

testing to demonstrate safe and effective use considering the level of supervision necessary and the use environment;

non-clinical performance testing, including durability testing, to demonstrate that the device performs as intended under

anticipated conditions of use;

a training program;

non-clinical performance

testing, including durability testing to demonstrate that the device performs as intended under anticipated conditions of use;

and labeling related to device use and user training.

In order for us to market ReStore, we must comply with both general controls, including controls related to quality, facility registration,

reporting of adverse events and labeling, and the special controls established for the device.

Failure to comply with the general and special controls could lead to removal of ReStore from the market, which would have a material adverse effect

on our business.

The special controls of this de novo order also apply to competing products

seeking FDA clearance.

In June 2019, the FDA issued a 510(k) clearance for ReStore which

means that the device can be marketed in the U.S.

ReStore is intended to be used to assist ambulatory functions in rehabilitation institutions

under the supervision of a trained therapist for people with hemiplegia or hemiparesis due to stroke.

ReStore complies with special controls

includes the following:

compliance with medical device consensus standards;

clinical testing to demonstrate safe and effective use considering

the level of supervision necessary and the use environment;

non-clinical performance testing, including durability testing, to demonstrate

that the device performs as intended under anticipated conditions of use;

a training program;

and labeling related to device use and user

In order for us to market ReStore, we must comply with both general controls, including controls related to quality, facility

registration, reporting of adverse events and labeling, and the special controls established for the device.

Failure to comply with the

general and special controls could lead to removal of ReStore from the market, which would have a material adverse effect on our business.

For more information, see “Part I, Item 1A.

Risk Factors-Risks Related to Government Regulation-We are subject to extensive governmental regulations relating to the

manufacturing, labeling and marketing of our products, and a failure to comply with such regulations could lead to withdrawal or recall of our products from the market.”

Risk Factors-Risks

Related to Government Regulation-We are subject to extensive governmental regulations relating to the manufacturing, labeling and marketing

of our products, and a failure to comply with such regulations could lead to withdrawal or recall of our products from the market.”

Post-market Regulatory Requirements

After a device is cleared for marketing, and prior to marketing, numerous regulatory requirements apply.

After a device is cleared for marketing, and prior to marketing,

numerous regulatory requirements apply.

These include:

establishment registration and device listing;

development of a quality assurance system, including establishing and implementing procedures to design and manufacture devices;

labeling regulations that prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling;

FDA’s Unique Device Identification requirements that call for a unique device identifier (UDI) on device labels and packages and submission of data to the FDA’s Global Unique Device Identification Database (GUDID);

medical device reporting regulations that require manufacturers to report to the FDA if a device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or

serious injury if it were to recur;

and corrections and removal reporting regulations that require manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the

device or to remedy a violation of the FFDCA that may present a risk to health;

development of a quality assurance system, including establishing and implementing

procedures to design and manufacture devices;

labeling regulations that prohibit the promotion of products for unapproved or “off-label”

uses and impose other restrictions on labeling;

FDA’s Unique Device Identification requirements that call for a unique device

identifier (UDI) on device labels and packages and submission of data to the FDA’s Global Unique Device Identification Database

medical device reporting regulations that require manufacturers to report to the FDA

if a device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute

to a death or serious injury if it were to recur;

and corrections and removal reporting regulations that require manufacturers report

to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy

a violation of the FFDCA that may present a risk to health;

Post-market surveillance.

ReWalk is required by an FDA order under Section 522 of the FFDCA to conduct a post-market study of the ReWalk Personal device.

launched our post-market surveillance study with Stanford University during the second quarter of 2016 and in March 2020 the FDA approved a protocol modification that is expected to supplement data from the clinical study with real-world evidence.

For more information on the post-market surveillance study progress, see “Part I, Item 1A.

Risk Factors—Risks Related to Government Regulation.”

Our manufacturing processes are required to comply with the applicable portions of the Quality System Regulation that covers the methods and the facilities and controls for the design,

manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation, and servicing of finished devices intended for human use.

We actively maintain compliance with the FDA’s Quality System

Regulation, 21 CFR Part 820, and the European Union’s Quality Management Systems requirements, ENISO 13485:2016.

As a manufacturer, we are subject to periodic scheduled or unscheduled inspections by the FDA.

If the FDA believes we or any of our contract manufacturers are not in compliance

with the quality system requirements, or other post-market requirements, it has significant enforcement authority.

Specifically, if the FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of

compliance or enforcement actions, which may result in any of the following sanctions:

FDA required that ReWalk conduct a post-market surveillance study

of the ReWalk device under Section 522 of the FFDCA.

We launched our post-market surveillance study with Stanford University during the

second quarter of 2016 and in March 2020 the FDA approved a protocol modification that allowed ReWalk to supplement data from the clinical

study with real-world evidence.

In January 2022, FDA notified ReWalk that the agency had completed its review of the postmarket surveillance

report, and that ReWalk had fulfilled the 522 postmarket study requirement.

In accordance with FDA’s request, ReWalk will

submit a 510(k) Postmarket Surveillance Study Labeling Update to modify the device labeling to reflect the findings of the study.

Our manufacturing processes are required to comply with the applicable

portions of the Quality System Regulation that covers the methods and the facilities and controls for the design, manufacture, testing,

production, processes, controls, quality assurance, labeling, packaging, distribution, installation, and servicing of finished devices

intended for human use.

We actively maintain compliance with the FDA’s Quality System Regulation, 21 CFR Part 820, and the European

Union’s Quality Management Systems requirements, ENISO 13485:2016.

As a manufacturer, we are subject to periodic scheduled or unscheduled

inspections by the FDA.

If the FDA believes we or any of our contract manufacturers are not in compliance with the quality system requirements,

or other post-market requirements, it has significant enforcement authority.

Specifically, if the FDA determines that we failed to comply

with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following

untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;

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operating restrictions or partial suspension or total shutdown of production;

refusing or delaying requests for approval of pre-market approval applications relating to new products or modified products;

refusing or delaying requests for approval of pre-market approval applications relating

to new products or modified products;

withdrawing PMA approval;

1 unchanged sentence

pursuing criminal prosecution.

Any such action by the FDA would have a material adverse effect on our business.

In addition, these regulatory controls, as well as any changes in FDA policies, can affect the time and cost

associated with the development, introduction, and continued availability of new products.

Where possible, we anticipate these factors in our product development processes.

Any such action by the FDA would have a material adverse effect

on our business.

In addition, these regulatory controls, as well as any changes in FDA policies, can affect the time and cost associated

with the development, introduction, and continued availability of new products.

Where possible, we anticipate these factors in our product

development processes.

Regulation outside of the U.S.

In addition to the United States regulations, we are subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products.

In particular, we

are subject to regulation in the E.U., which has directives and standards regulating the design, manufacture, clinical trials, labeling and adverse event (i.e., vigilance) reporting for medical devices.

Devices that comply with the requirements

of a relevant directive are entitled to bear the CE mark, indicating that the device conforms to the essential requirements of the applicable directive and, accordingly, can be commercially distributed throughout the European Economic Area (i.e.,

Member States plus Norway, Iceland, and Lichtenstein).

The method of assessing conformity varies depending on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third-party

assessment by a “Notified Body.” This third-party assessment may consist of an audit of the manufacturer’s quality system or specific testing of the manufacturer’s product.

In addition to the United States regulations, we are subject to

a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products.

In the E.U., medical

devices are regulated by the European Union Medical Devices Regulation (EU) 2017/745 or MDR, which became applicable on 26 May 2021 and

replaced the EU Medical Devices Directive 93/42/EEC, or MDD.

The MDR and its associated guidance documents and harmonized standards, govern,

among other things, device design and development, preclinical and clinical or performance testing, premarket conformity assessment, registration

and listing, manufacturing, labeling, storage, claims, sales and distribution, export and import and post-market surveillance, vigilance,

and market surveillance.

Before a device can be placed on the market in the E.U., compliance

with the MDR requirements must be demonstrated in order to affix the CE Mark to the product.

The method of assessing conformity varies

depending on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment

by a “Notified Body.” This third-party assessment may consist of an audit of the manufacturer’s quality system or specific

testing of the manufacturer’s product.

The Notified Body issues a CE Certificate of Conformity to confirm successful completion

of a conformity assessment procedure conducted in relation to the medical device and its manufacturer and their conformity with the essential

requirements provided in the MDR.

Under transitional provisions provided in the MDR, medical devices that had valid CE Certificates of

Conformity issued under the MDD prior to 26 May 2021 may, provided related obligations are respected, continue to be placed on the EEA

market for the remaining validity of the certificate, and until 27 May 2024 at the latest.

After the expiry of any applicable transitional

period, only devices that have been CE marked on the basis of the MDR may be placed on the market in the EEA.

We comply with the E.U.

requirements and have received the CE mark for

all of our ReWalk systems distributed in the E.U.

On May 26, 2021, the Medical Device Regulation will repeal and replace the existing E.U.

medical device directive.

The new regulation does not set out a radically new system, but

envisages, among other things, stricter controls of medical devices, including strengthening of the conformity assessment procedures, and increased expectations with regard to clinical data for devices.

Under transitional provisions, medical

devices with notified body certificates issued under the existing directive prior to May 26, 2021 may continue to be placed on the market for the remaining validity of the certificate, until May 27, 2024 at the latest.

After the expiry of any

applicable transitional period, only devices that have been CE marked under the new regulation may be placed on the market in the E.U.

Foreign sales outside of the E.U.

(including in the United Kingdom) are subject to the foreign government regulations of the relevant jurisdiction, and we must obtain approval by

the appropriate regulatory authorities before we can commence clinical trials or marketing activities in those countries.

The approval process varies from country to country, and the time may be longer or shorter than that required to obtain a

marketing authorization in the United States or the CE mark in the E.U.

The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

In 2017, the European Union adopted a new Medical Device Regulation, which will repeal and replace the existing directives effective May 26, 2020.

The new regulation does not set

out a radically new system, but envisages, among other things, stricter controls of medical devices, including strengthening of the conformity assessment procedures, increased expectations with regard to clinical data for devices and pre-market

regulatory review of high-risk devices.

Under transitional provisions, medical devices with notified body certificates issued under the existing directives prior to May 26, 2020 may continue to be placed on the market for the remaining validity of

the certificate, until May 27, 2024 at the latest.

After the expiry of any applicable transitional period, only devices that have been CE marked under the new regulation may be placed on the market in the E.U.

The policies of the FDA and foreign regulatory authorities may change, and additional government regulations may be enacted that could prevent or delay regulatory approval of our products and could

also increase the cost of regulatory compliance.

We cannot predict the likelihood, nature, or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

Anti-kickback, False Claims and Other Healthcare Fraud and Abuse Laws

In the United States, there are federal and state anti-kickback laws that prohibit the payment or receipt of kickbacks, bribes or other remuneration intended to induce the purchase or

recommendation of healthcare products and services.

Violations of these laws can lead to civil and criminal penalties, including exclusion from participation in federal healthcare programs.

These laws apply to manufacturers of products, such as

us, with respect to our financial relationship with hospitals, physicians and other potential purchasers or acquirers of our products.

government has published regulations that identify “safe harbors” or exemptions for certain practices

from enforcement actions under the federal anti-kickback statute, and we will seek to comply with the safe harbors where possible.

requirements and have received ta Notified Body Certificate of Conformity under the MDD for all of our ReWalk systems including the ReStore

device which are distributed in the E.U.

This allows us to continue to apply the CE mark to our products and place them on the market

throughout the E.U.

during the transition period until 2024 or until we have completed an appropriate conformity assessment procedure

under the MDR.

Post-Brexit the MDR does not apply in the United Kingdom (except

for Northern Ireland, which under the Northern Irish Protocol is bound by certain E.U.

The medical device legislative framework

in the United Kingdom is set out in the Medical Devices Regulations 2002.

These Regulations are based on the previous medical device

directives of the E.U.

but have been amended so that they function properly now the United Kingdom is no longer part of the E.U.

The Medical Devices Regulations 2002 have introduced several changes including (but not limited to) replacing the CE mark with a UKCA

marking (although E.U.

CE marks will be recognized until 30 June 2023), requiring manufacturers outside of the United Kingdom to appoint

a “UK Responsible Person” if they place devices on the Great British market and more wide-ranging device registration requirements.

Sales in other jurisdictions are subject to the foreign government

regulations of the relevant jurisdiction, and in most cases we must obtain approval by the appropriate regulatory authorities before we

can commence clinical trials or marketing activities in those countries.

The approval process varies from country to country, and the

time may be longer or shorter than that required to obtain a marketing authorization in the United States or the CE mark in the E.U.

requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

The policies of the FDA and foreign regulatory authorities may change, and additional government regulations

may be enacted that could prevent or delay regulatory approval of our products and could also increase the cost of regulatory compliance.

We cannot predict the likelihood, nature, or extent of adverse governmental regulation that might arise from future legislative or administrative

action, either in the United States or abroad.

Anti-kickback, False Claims and Other

Healthcare Fraud and Abuse Laws

In the United States, there are federal and state anti-kickback laws that prohibit the

payment or receipt of kickbacks, bribes or other remuneration intended to induce the purchase or recommendation of healthcare products

and services.

Violations of these laws can lead to civil and criminal penalties, including exclusion from participation in federal healthcare

These laws apply to manufacturers of products, such as us, with respect to our financial relationship with hospitals, physicians

and other potential purchasers or acquirers of our products.

government has published regulations that identify “safe harbors”

or exemptions for certain practices from enforcement actions under the federal anti-kickback statute, and we will seek to comply with

the safe harbors where possible.

To qualify for a safe harbor, the activity must fit squarely within the safe harbor.

Arrangements that do not meet

a safe harbor are not necessarily illegal but must be evaluated on a case by case basis.

Other provisions of state and federal law provide civil and criminal penalties for presenting, or causing to be presented, to third-party payers for

reimbursement claims that are false or fraudulent, or for items or services that were not provided as claimed.

False claims allegations under federal and some state laws may be brought on behalf of the government by private persons,

“whistleblowers,” who then receive a share of any recovery.

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively, the PPACA, among other things,

amends the intent requirement of the federal anti-kickback and criminal healthcare fraud statutes.

A person or entity no longer needs to have actual knowledge of these statutes or specific intent to violate them.

In addition, the PPACA provides

that the government may assert that a claim that includes items or services resulting from a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the False Claims Act.

The PPACA also imposes new

reporting and disclosure requirements on device manufacturers for any “transfer of value” made or distributed to physicians and teaching hospitals.

Device manufacturers will also be required to report and disclose any investment interests held by

physicians and their immediate family members during the preceding calendar year.

A number of provisions of PPACA also reflect increased focus on and funding of healthcare fraud enforcement.

In September 2017, members of the U.S.

Congress introduced legislation with the announced intention to repeal and replace major provisions of the PPACA.

Although this proposed

legislation ultimately failed to pass, Congress succeeded in repealing the PPACA’s individual mandate as part of the U.S.

Tax Cuts and Jobs Act of 2017.

Thus, in light of the stated policies of the new U.S.

presidential administration, and actions

of certain members of the U.S.

Congress, there is uncertainty with respect to the impact, if any, on the provisions of the PPACA affecting us.

While any legislative and regulatory changes will likely take time to develop, and may or may not have an

impact on the regulatory regime to which we are subject, we cannot predict the ultimate content, timing or effect of any healthcare reform legislation or the impact of potential legislation on us.

Arrangements that

do not meet a safe harbor are not necessarily illegal but must be evaluated on a case-by-case basis.

The Patient Protection and Affordable Care Act, as amended by the

Health Care and Education Affordability Reconciliation Act, or collectively, the PPACA, among other things, amends the intent requirement

of the federal anti-kickback and criminal healthcare fraud statutes.

A person or entity no longer needs to have actual knowledge of these

statutes or specific intent to violate them.

In addition, the PPACA provides that the government may assert that a claim that includes

items or services resulting from a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes

of the False Claims Act.

The PPACA also imposes new reporting and disclosure requirements on device manufacturers for any “transfer

of value” made or distributed to physicians and teaching hospitals.

Device manufacturers will also be required to report and disclose

any investment interests held by physicians and their immediate family members during the preceding calendar year.

A number of provisions

of PPACA also reflect increased focus on and funding of healthcare fraud enforcement.

The federal civil Falls Claims Act (“FCA”) prohibits,

among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment

to, or approval by, the federal government, knowingly making, using, or causing to be made or used a false record or statement material

to a false or fraudulent claim to the federal government, or avoiding, decreasing, or concealing an obligation to pay money to the federal

A claim includes “any request or demand” for money or property presented to the U.S.

The civil FCA

has been used to assert liability on the basis of kickbacks and other improper referrals, improper use of Medicare provider or supplier

numbers when detailing a provider of services, improper promotion of off-label uses not covered by a device’s clearance or approval,

and allegations as to misrepresentations with respect to products, contract requirements, and services rendered.

In addition, private

payors have been filing follow-on lawsuits alleging fraudulent misrepresentation, although establishing liability and damages in these

cases is more difficult than under the FCA.

Intent to deceive is not required to establish liability under the civil FCA.

Civil FCA actions

may be brought by the government or may be brought by private individuals on behalf of the government, called “qui tam” actions.

If the government decides to intervene in a qui tam action and prevails in the lawsuit, the individual will share in the proceeds from

any fines or settlement funds.

If the government declines to intervene, the individual may pursue the case alone.

The civil FCA provides

for treble damages and a civil penalty for each false claim, such as an invoice or pharmacy claim for reimbursement, which can aggregate

into millions of dollars.

For these reasons, since 2004, FCA lawsuits against biopharmaceutical companies have increased significantly

in volume and breadth, leading to several substantial civil and criminal settlements, as much as $3.0 billion, regarding certain

sales practices and promoting off label uses.

Civil FCA liability may further be imposed for known Medicare or Medicaid overpayments that

are not refunded within 60 days of discovering the overpayment, even if the overpayment was not caused by a false or fraudulent act.

In addition, conviction or civil judgment for violating the FCA may result in exclusion from federal health care programs, and suspension

and debarment from government contracts, and refusal of orders under existing government contracts.

The government may further prosecute conduct constituting a false

claim under the criminal FCA.

The criminal FCA prohibits the making or presenting of a claim to the government knowing such claim to be

false, fictitious, or fraudulent and, unlike the civil FCA, requires proof of intent to submit a false claim.

The civil monetary penalties statute is another potential statute

under which medical device companies may be subject to enforcement.

Among other things, the civil monetary penalties statue imposes fines

against any person who is determined to have knowingly presented, or caused to be presented, claims to a federal healthcare program that

the person knows, or should know, is for an item or service that was not provided as claimed or is false or fraudulent.

The federal Health Insurance Portability and Accountability Act

of 1996 (“HIPAA”) also created federal criminal statutes that prohibit, among other actions, knowingly and willfully executing,

or attempting to execute, a scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any

of the money or property owned by, or under the custody or control of, a healthcare benefit program, regardless of whether the payor is

public or private, in connection with the delivery or payment for health care benefits, knowingly and willfully embezzling or stealing

from a health care benefit program, willfully obstructing a criminal investigation of a health care offense and knowingly and willfully

falsifying, concealing, or covering up by any trick or device a material fact or making any materially false statements in connection

with the delivery of, or payment for, healthcare benefits, items, or services relating to healthcare matters.

Additionally, the Affordable

Care Act (“ACA”) amended the intent requirement of certain of these criminal statutes under HIPAA so that a person or entity

no longer needs to have actual knowledge of the statute, or the specific intent to violate it, to have committed a violation.

The ACA further created new federal requirements for reporting,

by applicable drug manufacturers of covered products, payments and other transfers of value to physicians and teaching hospitals, and

ownership and investment interests held by physicians and other healthcare providers and their immediate family members, including the

Physician Payments Sunshine Act.

Further, we may be subject to data privacy and security regulation

by both the federal government and the states in which we conduct our business.

HIPAA, as amended by the Health Information Technology

for Economic and Clinical Health Act (“HITECH”) and its respective implementing regulations imposes certain requirements on

covered entities relating to the privacy, security, and transmission of certain individually identifiable health information, known as

protected health information.

Among other things, HITECH, through its implementing regulations, makes HIPAA’s security standards

and certain privacy standards directly applicable to business associates, defined as a person or organization, other than a member of

a covered entity’s workforce, that creates, receives, maintains, or transmits protected health information on behalf of a covered

entity for a function or activity regulated by HIPAA.

HITECH also strengthened the civil and criminal penalties that may be imposed against

covered entities, business associates, and individuals, and gave state attorneys general new authority to file civil actions for damages

or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal

civil actions.

In addition, other federal and state laws may govern the privacy and security of health and other information in certain

circumstances, many of which differ from each other in significant ways and may not be preempted by HIPAA, thus complicating compliance

Many states have also adopted laws similar to each of the above

federal laws, which may be broader in scope and apply to items or services reimbursed by any third-party payor, including commercial insurers.

Certain states also require implementation of commercial compliance programs and compliance with the medical device industry’s voluntary

compliance guidelines and the applicable compliance guidance promulgated by the federal government, or otherwise restrict payments or

the provision of other items of value that may be made to healthcare providers and other potential referral sources;

impose restrictions

on marketing practices;

or require companies to track and report information related to payments, gifts, and other items of value to physicians

and other healthcare providers.

If our operations are found to be in violation of any of the laws

or regulations described above or any other applicable laws, we may be subject to penalties or other enforcement actions, including criminal

and significant civil monetary penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government healthcare

programs, corporate integrity agreements, suspension and debarment from government contracts, and refusal of orders under existing government

contracts, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which

could adversely affect our ability to operate our business and our results of operations.

Enforcement actions can be brought by federal

or state governments, or as “qui tam” actions brought by individual whistleblowers in the name of the government under the

civil FCA if the violations are alleged to have caused the government to pay a false or fraudulent claim.

To the extent that any of our products are sold in a foreign country, we may be subject

to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance,

anti-fraud and abuse laws, and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare

professionals.

Coverage and Reimbursement

The commercial success of our product candidates and our ability

to commercialize any approved product candidates successfully will depend in part on the extent to which governmental payor programs at

the federal and state levels, including Medicare and Medicaid, private health insurers, and other third-party payors provide coverage

for and establish adequate reimbursement levels for our products.

Government authorities, private health insurers, and other organizations

generally decide which products and services they will pay for and establish reimbursement levels for healthcare.

Medicare is a federally

funded program managed by CMS through local fiscal intermediaries and carriers that administer coverage and reimbursement for certain

healthcare items and services furnished to the elderly and disabled.

Medicaid is an insurance program for certain categories of patients

whose income and assets fall below state defined levels and who are otherwise uninsured that is both federally and state funded and managed

by each state..

In the United States, private health insurers and other third-party payors often provide reimbursement for products and

services based on the level at which the government provides reimbursement through the Medicare or Medicaid programs for such products

and services.

In the United States, the European Union, and other potentially

significant markets for our products, government authorities and third-party payors are increasingly attempting to limit or regulate the

price of medical products and services, particularly for new and innovative products and therapies, which often has resulted in average

selling prices lower than they would otherwise be.

In the United States, it is also common for government and private health plans to

use coverage determinations to leverage rebates from labelers in order to reduce the plans’ net costs.

These restrictions and limitations

influence the purchase of healthcare services and products and lower the realization on manufacturers’ sales of products.

Third-party payors are developing increasingly sophisticated methods of controlling healthcare costs.

Third-party payors may limit coverage

to specific therapeutic products on an approved list, or formulary, which might not include all of the FDA-approved products for a particular

indication or might impose high copayment amounts to influence patient choice.

Third-party payors also control costs by requiring prior

authorization or imposing other restrictions.

Third-party payors are increasingly challenging the price and examining the medical necessity

and cost-effectiveness of medical products and services, in addition to their safety and efficacy.

Federal programs also impose price controls through mandatory ceiling

prices on purchases by federal agencies and federally funded hospitals and clinics.

These restrictions and limitations influence the purchase

of healthcare services and products.

Legislative proposals to reform healthcare or reduce costs under government programs may result in

lower reimbursement for our products or exclusion of our products.

Private payors often rely on the lead of the governmental payors

in rendering coverage and reimbursement determinations.

Therefore, achieving favorable CMS coverage and reimbursement is usually a significant

gating issue for successful introduction of a new product.

Further, the increased emphasis on managed healthcare in the United

States and on country and regional pricing and reimbursement controls in the European Union will put additional pressure on product pricing,

reimbursement, and utilization, which may adversely affect our future product sales and results of operations.

These pressures can arise

from rules and practices of managed care groups, competition from other products, judicial decisions and governmental laws and regulations

related to Medicare, Medicaid, and healthcare reform, and pricing in general.

Patients who are prescribed treatments for their conditions

and providers performing the prescribed services generally rely on third-party payors to reimburse all or part of the associated healthcare

Sales of our product candidates will therefore depend substantially, both domestically and abroad, on the extent to which the costs

of our products will be paid by health maintenance, managed care, and similar healthcare management organizations, or reimbursed by government

health administration authorities, such as Medicare and Medicaid, private health insurers, and other third-party payors.

Moreover, a payor’s decision to provide coverage for a product

does not imply that an adequate reimbursement rate will be approved or that significant price concessions will not be required to avoid

restrictive conditions.

High health plan co-payment requirements may result in patients seeking alternative therapies.

Adequate third-party

reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment.

Legislative proposals to reform healthcare or reduce costs under government insurance programs may result in lower reimbursement for our

products or exclusion of our products from coverage.

The cost containment measures that healthcare payors and providers are instituting

and any healthcare reform could significantly reduce our revenues from the sale of any approved product candidates.

Healthcare Reform Measures

The United States and many foreign jurisdictions have enacted or

proposed legislative and regulatory changes affecting the healthcare system.

The United States government, state legislatures and foreign

governments also have shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare

costs, including price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription

The Patient Protection and Affordable Care Act, as amended by the

Health Care and Education Affordability Reconciliation Act, or collectively the Affordable Care Act, substantially changed the way healthcare

is financed by both governmental and private insurers, and significantly impacts the pharmaceutical industry.

The Affordable Care Act

is intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against healthcare

fraud and abuse, add new transparency requirements for healthcare and health insurance industries, impose new taxes and fees on pharmaceutical

and medical device manufacturers, and impose additional health policy reforms.

The Affordable Care Act has been subject to challenges in the courts.

On December 14, 2018, a Texas U.S.

District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because

the “individual mandate” was repealed by Congress.

On December 18, 2019, the Fifth Circuit U.S.

Court of Appeals held

that the individual mandate is unconstitutional and remanded the case to the Texas District Court to reconsider its earlier invalidation

of the entire Affordable Care Act.

An appeal was taken to the U.S.

Supreme Court.

On June 17, 2021, the Supreme Court ruled that

the plaintiffs lacked standing to challenge the law as they had not alleged personal injury traceable to the allegedly unlawful conduct.

As a result, the Supreme Court did not rule on the constitutionality of the ACA or any of its provisions.

Other legislative changes have been proposed and adopted since

passage of the Affordable Care Act.

The Budget Control Act of 2011, among other things, created the Joint Select Committee on Deficit

Reduction to recommend proposals in spending reductions to Congress.

The Joint Select Committee did not achieve its targeted deficit reduction

of an amount greater than $1.2 trillion for the fiscal years 2012 through 2021, triggering the legislation’s automatic reductions

to several government programs.

These reductions included aggregate reductions to Medicare payments to healthcare providers of up to 2.0%

per fiscal year.

The Bipartisan Budget Act of 2018 retained the federal budget “sequestration” Medicare payment reductions

of 2%, and extended it through 2027 unless congressional action is taken, and also increased labeler responsibility for prescription costs

in the Medicare Part D coverage gap.

On January 2, 2013, the American Taxpayer Relief Act was signed into law, which, among other

things, reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and

increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

Further legislative and regulatory changes under the Affordable

Care Act remain possible, although the Biden Administration has signaled that it plans to build on the Affordable Care Act and expand

the number of people who are eligible for subsidies under it.

President Biden indicated that he intends to use executive orders

to undo changes to the Affordable Care Act made by the Trump administration and would advocate for legislation to build on the Affordable

It is unknown what form any such changes or any law would take, and how or whether it may affect our business in the future.

We expect that changes or additions to the Affordable Care Act, the Medicare and Medicaid programs, changes allowing the federal government

to directly negotiate drug prices and changes stemming from other healthcare reform measures, especially with regard to healthcare access,

financing or other legislation in individual states, could have a material adverse effect on the healthcare industry.

At the state level, legislatures have increasingly passed legislation

and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints,

discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed

to encourage importation from other countries and bulk purchasing.

We expect that additional federal, state and foreign healthcare

reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare

products and services, which could result in limited coverage and reimbursement and reduced demand for our products, or additional pricing

Environmental Matters

We are subject to various environmental, health and safety laws and regulations, including those governing air emissions, water and wastewater discharges, noise emissions, the use, transport,

management and disposal of chemicals and hazardous materials, the import, export and registration of chemicals, and the cleanup of contaminated sites.

Based on information currently available to us, we do not expect environmental costs and

contingencies to have a material adverse effect on us.

We are subject to various environmental, health and safety laws

and regulations, including those governing air emissions, water and wastewater discharges, noise emissions, the use, transport, management

and disposal of chemicals and hazardous materials, the import, export and registration of chemicals, and the cleanup of contaminated sites.

Based on information currently available to us, we do not expect environmental costs and contingencies to have a material adverse effect

The operation of our business and facilities, however, entails risks in these areas.

Significant expenditures could be required in the future to comply with environmental or health and safety

laws, regulations, or requirements.

In Israel, where our contract manufacturer produces all of our products, businesses storing or using certain hazardous materials (including materials necessary for our manufacturing process) are

required, pursuant to the Israeli Dangerous Substances Law, 5753-1993, to obtain a toxin permit from the Ministry of Environmental Protection.

In the European marketplace, electrical and electronic equipment is required to comply with the Directive on Waste Electrical and Electronic Equipment, which aims to prevent waste by encouraging

reuse and recycling, and the Directive on Restriction of Use of Certain Hazardous Substances, which restricts the use of six hazardous substances in electrical and electronic products.

Our products and certain components of such products “put on

the market” in the EU (whether or not manufactured in the EU) are subject to these directives.

Additionally, we are required to comply with certain laws, regulations, and directives, including the Toxic Substances Control Act in the United States

and REACH in the EU, governing chemicals.

Significant expenditures could be required

in the future to comply with environmental or health and safety laws, regulations, or requirements.

In Israel, where our contract manufacturer produces all of our

products, businesses storing or using certain hazardous materials (including materials necessary for our manufacturing process) are required,

pursuant to the Israeli Dangerous Substances Law, 5753-1993, to obtain a toxin permit from the Ministry of Environmental Protection.

In the European marketplace, electrical and electronic equipment

is required to comply with the Directive on Waste Electrical and Electronic Equipment, which aims to prevent waste by encouraging reuse

and recycling, and the Directive on Restriction of Use of Certain Hazardous Substances (“RoHS”), which restricts the use of

ten hazardous substances in electrical and electronic products.

Our products and certain components of such products “put on the

market” in the EU (whether or not manufactured in the EU) are subject to these directives.

Additionally, we are required to comply

with certain laws, regulations, and directives, including the Toxic Substances Control Act in the United States and REACH in the EU, governing

These and similar laws and regulations require the testing, reporting and registration of certain chemicals we use and ship.

We believe we are in compliance in all material respects with applicable

environmental laws and regulations.

We believe we comply in all material respects with applicable environmental laws and regulations.

Manufacturing

ReWalk includes off-the-shelf and custom-made components produced to our specifications by various third parties, for technical and cost-effectiveness.

We have contracted with Sanmina Corporation

(“Sanmina”), a well-established contract manufacturer with expertise in the medical device industry, for the manufacture of all of our products.

Pursuant to this contract, Sanmina manufactures SCI Products and ReStore at its facility in

Ma’alot, Israel.

All ReWalk Personal units are manufactured pursuant to the same set of specifications, and all ReWalk Rehabilitation units are manufactured pursuant to another set although the Company does not intend to manufacture this design

going forward.

We place our manufacturing orders with Sanmina pursuant to purchase orders or by providing forecasts for future requirements.

ReWalk includes off-the-shelf and custom-made components produced

to our specifications by various third parties, for technical and cost-effectiveness.

We have contracted with Sanmina Corporation (“Sanmina”),

a well-established contract manufacturer with expertise in the medical device industry, for the manufacture of all of our products.

to this contract, Sanmina manufactures SCI Products and ReStore at its facility in Ma’alot, Israel.

All ReWalk Personal units are

manufactured pursuant to the same set of specifications.

We place our manufacturing orders with Sanmina pursuant to purchase orders or

by providing forecasts for future requirements.

We may terminate our relationship with Sanmina at any time upon written notice.

Either we or Sanmina

may terminate the relationship in the event of a material breach, subject to a 30-day cure period.

Our agreement with Sanmina contains a limitation on liability that applies equally to both us and Sanmina.

We believe that this contract manufacturing relationship allows us to operate our business efficiently by focusing our internal efforts on the development and commercialization

of our technology and our products and provides us with substantial scale-up capacity.

We regularly test quality on-site at Sanmina’s facility and we obtain full quality inspection reports.

we or Sanmina may terminate the relationship in the event of a material breach, subject to a 30-day cure period.

Our agreement with Sanmina

contains a limitation on liability that applies equally to both us and Sanmina.

We believe that this contract manufacturing relationship allows

us to operate our business efficiently by focusing our internal efforts on the development and commercialization of our technology and

our products and provides us with substantial scale-up capacity.

We regularly test quality on-site at Sanmina’s facility and we

obtain full quality inspection reports.

We maintain a non-disclosure agreement with Sanmina.

We develop certain of the software components internally and license other software components that are generally available for commercial use as open-source software.

We develop certain of the software components internally and license

other software components that are generally available for commercial use as open-source software.

We manufacture products based upon internal sales forecasts.

We deliver products to customers and distributors based upon purchase orders received, and our goal is to fulfill

each customer’s order for products in regular production within two weeks of receipt of the order.

We have contracted with Sanmina for the sourcing of all components and raw materials necessary for the manufacture of our products although there are instances that we purchase raw material

Components of our products and raw materials come from suppliers in the United States, Europe, China, and Israel, and we depend on certain of these components and raw materials, including certain electronic parts, for the manufacture

of our products.

To date, we have not experienced significant volatility in the prices of these components and raw materials.

However, such prices are subject to a number of factors, including purchase volumes, general economic conditions,

currency exchange rates, industry cycles, production levels and scarcity of supply.

We believe that our and Sanmina’s facilities, our contracted manufacturing arrangement, and our supply arrangements are sufficient to support our potential capacity needs for the

foreseeable future.

As of December 31, 2020, we had 49 employees (including full-time and hourly employees), of whom 21 were located in the United States, 15 were located in Israel and 13 were

located in Europe.

The majority of our employees are, and have been, engaged in sales and marketing activities.

We do not employ a significant number of temporary or part time employees.

We are subject to labor laws and regulations within our locations mainly in the U.S., Germany, and Israel.

These laws and regulations principally concern matters such as pensions, paid annual

vacation, paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment.

deliver products to customers and distributors based upon purchase orders received, and our goal is to fulfill each customer’s order

for products in regular production within two weeks of receipt of the order.

We have contracted with Sanmina for the sourcing of all components

and raw materials necessary for the manufacture of our products although there are instances that we purchase raw material ourselves.

Components of our products and raw materials come from suppliers in the United States, Europe, China, and Israel, and we depend on certain

of these components and raw materials, including certain electronic parts, for the manufacture of our products.

To date, we have not experienced

significant volatility in the prices of these components and raw materials.

However, during the pandemic we have seen several specific

parts, mainly electronic parts, suffer price increase.

Such prices are subject to a number of factors, including purchase volumes, general

economic conditions, currency exchange rates, industry cycles, production levels and scarcity of supply.

We believe that our and Sanmina’s facilities, our contracted

manufacturing arrangement, and our supply arrangements are sufficient to support our potential capacity needs for the foreseeable future.

Human Capital

As of December 31, 2021, we had 51 employees (including full-time

and hourly employees), of whom 22 were located in the United States, 15 were located in Israel and 14 were located in Europe.

of our employees are, and have been, engaged in sales and marketing activities.

We do not employ a significant number of temporary or

part time employees.

We are subject to labor laws and regulations within our locations

mainly in the U.S., Germany, and Israel.

These laws and regulations principally concern matters such as pensions, paid annual vacation,

paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay

and other conditions of employment.

Our employees are not represented by a labor union.

our relationship with our employees to be good.

We consider our relationship with our employees

To date, we have not experienced any work stoppages.

Financial Information about Geographic Areas and Significant Customer Information

The following table sets forth the geographical breakdown of our revenues for each of the years ended December 31, 2020 and 2019 (in thousands):

Compensation and Benefits

We provide our employees with competitive salaries and bonuses, opportunities for equity

ownership, and a robust employment package that promotes well-being across all aspects of our employees’ lives, including health

care, retirement planning, and paid time off.

We also invest in the ongoing development of our employees through our internal training

Diversity and Inclusion

We value the diversity of our employees and take pride in our commitment

to diversity and inclusion across all levels of our organizational structure .

We encourage a diversity of views and strive to create

an equal opportunity workplace, including working with managers to develop strategies for building diverse teams and promoting the advancement

of employees from diverse backgrounds.

Financial Information about Geographic Areas and Significant Customer

The following table sets forth the geographical breakdown of our

revenues for each of the years ended December 31, 2021, and 2020 (in thousands):

Year Ended December 31,

3 unchanged sentences

Total revenues

Additional discussion of financial information by reportable segment and geographic area and sales in excess of 10% of total revenues to certain of our customers is contained in

Note 13 to our consolidated financial statements set forth in “Part II.

Additional discussion of financial information by reportable segment

and geographic area and sales in excess of 10% of total revenues to certain of our customers is contained in Note 13 to our consolidated

financial statements set forth in “Part II.

Financial Statements and Supplementary Data” of this annual report.

Recent Developments

Q4 2020 revenue was $1.2 million and FY 2020 revenue was $4.4 million, compared to $1.2 million in Q4 2019 and $4.9 million in FY 2019;

Going concern qualification removed as our cash at the end of the year was $20.3 million and an additional $13.2 million was received through warrants exercises to date in 2021;

Continued CMS progress made with issuance of HCPCS Level II Code for ReWalk Exoskeleton enabling an upcoming application for coverage;

Expended German reimbursement contracts with additional insurers;

FY 2020 operating expenses were $14.2 million compared to $16.8 million in FY 2019.

Annual revenue of $6.0 million in 2021 represents 36% year over year growth;

Fourth quarter 2021 revenues were $1.2 million, up by 2% compared to previous year quarter;

Strong cash position with $88.3 million as of December 31, 2021;

New DMEPOS rules issued in December 2021 will advance consideration of the ReWalk benefit category and

German court case on ReWalk Personal 6.0 direct compensation decision expected later this year.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business