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Item 5. Market for Registrant’s Common Equity

2022-02-24 compared with 2021-02-18 · 89 added, 103 removed, 20 unchanged (91% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our ordinary shares began trading publicly on The Nasdaq Global Market on September 12, 2014 under the symbol “RWLK” and were transferred for listing on The Nasdaq Capital Market

effective May 25, 2017.

Our ordinary shares began trading publicly on The Nasdaq Global

Market on September 12, 2014 under the symbol “RWLK” and were transferred for listing on The Nasdaq Capital Market effective

May 25, 2017.

Dividend Policy

We have never declared or paid any cash dividends on our ordinary shares.

We have never declared or paid any cash dividends on our ordinary

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain

future earnings, if any, to finance operations and expand our business.

Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings,

capital requirements, financial condition and future prospects and other factors our board of directors may deem relevant.

The distribution of dividends may also be limited by Israeli law, which permits the distribution of dividends only out of

retained earnings or otherwise upon the permission of an Israeli court.

We currently intend to retain future earnings, if any,

to finance operations and expand our business.

Any future determination relating to our dividend policy will be made at the discretion

of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial condition

and future prospects and other factors our board of directors may deem relevant.

The distribution of dividends may also be limited by

Israeli law, which permits the distribution of dividends only out of retained earnings or otherwise upon the permission of an Israeli

Israeli Taxes Applicable to U.S.

A non-Israeli resident who derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock

exchange outside of Israel will be exempt from Israeli tax so long as the shares were not held through a permanent establishment that the non-resident maintains in Israel.

A partial exemption may be available for non-Israeli resident shareholders who

acquired their shares prior to the issuer’s initial public offering.

However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation or (ii) are the

beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

Such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares

are deemed to be a business income.

Additionally, under the United States-Israel Tax Treaty, or the treaty, the disposition of shares by a shareholder who (i) is a U.S.

resident (for purposes of the treaty), (ii) holds the shares as a capital asset,

and (iii) is entitled to claim the benefits afforded to such person by the treaty, is generally exempt from Israeli capital gains tax.

A non-Israeli resident who derives capital gains from the sale

of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel

will be exempt from Israeli tax so long as the shares were not held through a permanent establishment that the non-resident maintains

A partial exemption may be available for non-Israeli resident shareholders who acquired their shares prior to the issuer’s

initial public offering.

However, non-Israeli corporations will not be entitled to the foregoing

exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation or (ii) are the beneficiaries

of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

Such exemption

is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be a business income.

Additionally,

under the United States-Israel Tax Treaty, or the treaty, the disposition of shares by a shareholder who (i) is a U.S.

resident (for purposes

of the treaty), (ii) holds the shares as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the treaty,

is generally exempt from Israeli capital gains tax.

Such exemption will not apply if:

(i) the capital gain arising from the disposition can be attributed to a

permanent establishment in Israel;

(ii) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding the disposition, subject to certain conditions;

(i) the capital gain arising from the disposition

can be attributed to a permanent establishment in Israel;

(ii) the shareholder holds, directly or indirectly, shares representing

10% or more of the voting capital during any part of the 12-month period preceding the disposition, subject to certain conditions;

(iii) such U.S.

resident is an individual and was present in Israel for 183 days or more during the relevant taxable year.

In such case, the sale, exchange, or disposition of our ordinary shares should be subject to Israeli tax, to the extent

however, under the treaty, the taxpayer would be permitted to claim a credit for such taxes against the U.S.

federal income tax imposed with respect to such sale, exchange, or disposition, subject to the limitations under U.S.

applicable to foreign tax credits.

If the above exemptions from capital gains tax are not available, corporations will be subject to the corporate tax rate (23%) on capital gains derived from the sale of shares.

case, the sale, exchange, or disposition of our ordinary shares should be subject to Israeli tax, to the extent applicable;

however, under

the treaty, the taxpayer would be permitted to claim a credit for such taxes against the U.S.

federal income tax imposed with respect

to such sale, exchange, or disposition, subject to the limitations under U.S.

law applicable to foreign tax credits.

If the above exemptions

from capital gains tax are not available, corporations will be subject to the corporate tax rate (23%) on capital gains derived from the

sale of shares.

The treaty does not relate to U.S.

state or local taxes.

In some instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source.

If the above exemptions from capital gains tax are not available, individuals will be subject to a 25% tax rate on real capital gains derived from the sale of shares as long as the individual is not a substantial shareholder of the corporation

issuing the shares (in which case the individual will be subject to a 30% tax rate), and corporations will be subject to a 23% corporate tax rate.

A substantial shareholder is generally a person who alone or together with such person’s relative or

another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the means of control of the corporation, including the right to vote, receive profits, nominate a director or an executive

officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right.

A substantial shareholder will be subject to tax at a rate of 30% in respect of capital gains derived

from the sale of shares issued by a corporation in which he or she is a substantial shareholder.

The determination of whether the individual is a substantial shareholder will be made on the date on which the securities are sold.

In addition, the

individual will be deemed to be a substantial shareholder if at any time during the 12 months preceding the date of the sale he or she was a substantial shareholder.

Dividends paid on publicly traded shares, like our ordinary shares, to non-Israeli residents are generally subject to Israeli withholding tax at a rate of 25%, unless a different

rate is provided under an applicable tax treaty, provided that a certificate from the Israeli Tax Authority allowing for a reduced withholding tax rate is obtained in advance.

Under the United States-Israel Tax Treaty, the maximum rate of tax withheld

at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S.

In some instances where our shareholders may be liable for Israeli

tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source.

If the above exemptions from capital gains tax are not available, individuals will be subject to a 25% tax rate on real capital gains

derived from the sale of shares as long as the individual is not a substantial shareholder of the corporation issuing the shares (in which

case the individual will be subject to a 30% tax rate), and corporations will be subject to a 23% corporate tax rate.

A substantial shareholder

is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a

permanent basis, holds, directly or indirectly, at least 10% of any of the means of control of the corporation, including the right to

vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of

the aforesaid rights how to act, regardless of the source of such right.

The determination of whether the individual is a substantial

shareholder will be made on the date on which the securities are sold.

In addition, the individual will be deemed to be a substantial

shareholder if at any time during the 12 months preceding the date of the sale he or she was a substantial shareholder.

Dividends paid on publicly traded shares, like our ordinary shares,

to non-Israeli residents are generally subject to Israeli withholding tax at a rate of 25%, unless a different rate is provided under

an applicable tax treaty, provided that a certificate from the Israeli Tax Authority allowing for a reduced withholding tax rate is obtained

Under the United States-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder

of our ordinary shares who is a U.S.

resident (for purposes of the treaty) is 25%.

The treaty provides for reduced tax rates on dividends if (a) the shareholder is a U.S.

corporation holding at least

10% of our issued voting power during the part of the tax year that precedes the date of payment of the dividend and held such minimal percentage during the whole of its prior tax year, and (b) not more than 25% of the Israeli company’s gross income

consists of interest or dividends, other than dividends or interest received from subsidiary corporations or corporations 50% or more of the outstanding voting shares of which is owned by the Israeli company.

The reduced treaty rate, if applicable, is

15% in the case of dividends paid from income derived from a Beneficiary or Preferred Enterprise (which is entitled to corporate tax benefits) or 12.5% otherwise.

The treaty provides for reduced tax rates on dividends

if (a) the shareholder is a U.S.

corporation holding at least 10% of our issued voting power during the part of the tax year that precedes

the date of payment of the dividend and held such minimal percentage during the whole of its prior tax year, and (b) not more than 25%

of the Israeli company’s gross income consists of interest or dividends, other than dividends or interest received from subsidiary

corporations or corporations 50% or more of the outstanding voting shares of which is owned by the Israeli company.

The reduced treaty

rate, if applicable, is 15% in the case of dividends paid from income derived from a Beneficiary or Preferred Enterprise (which is entitled

to corporate tax benefits) or 12.5% otherwise.

We cannot assure you that in the event we declare a dividend we will designate the income

out of which the dividend is paid in a manner that will reduce shareholders’ tax liability.

If the dividend is attributable partly to income derived from a Beneficiary or Preferred Enterprise and partly to other sources of income, the withholding rate

will be a blended rate reflecting the relative portions of the two types of income.

residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for U.S.

federal income tax purposes in the amount of

the taxes withheld.

Individuals who are subject to tax in Israel are also subject to an additional tax at the rate of 3% on annual income exceeding a certain threshold (NIS 647,640 for 2021, linked to the annual change in

the Israeli Consumer Price Index), including, but not limited to, income derived from dividends, interest, and capital gains.

If the dividend is attributable partly

to income derived from a Beneficiary or Preferred Enterprise and partly to other sources of income, the withholding rate will be a blended

rate reflecting the relative portions of the two types of income.

residents who are subject to Israeli withholding tax on a dividend

may be entitled to a credit or deduction for U.S.

federal income tax purposes in the amount of the taxes withheld.

Individuals who are subject to tax in Israel are also subject to

an additional tax at the rate of 3% on annual income exceeding a certain threshold (NIS 663,240 for 2022, linked to the annual change

in the Israeli Consumer Price Index), including, but not limited to, income derived from dividends, interest, and capital gains.

Stock Performance Graph

The following stock performance graph represents the cumulative total shareholder return for the period September 12, 2014 (the date upon which trading of our ordinary shares

commenced) through December 31, 2020 for our ordinary shares, compared to the Nasdaq Composite Index and the Nasdaq Medical Equipment Index.

The following stock performance graph represents the cumulative total shareholder return

for the period September 12, 2016, through December 31, 2021 for our ordinary shares, compared to the Nasdaq Composite Index and the Nasdaq

Medical Equipment Index.

The returns shown in the graph below may not be indicative of future performance.

2 unchanged sentences

and the NASDAQ Medical Equipment Index

*$100 invested on 9/12/14 in stock or 8/31/14 in index, including reinvestment of dividends.

*$100 invested on 12/31/16 in our ordinary shares or in either of the two indexes, including

reinvestment of dividends.

Fiscal year ending December 31.

The above stock performance graph shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act and the Exchange Act except to the extent that we

specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

The above stock performance graph shall not be deemed to be soliciting

material or to be filed with the SEC under the Securities Act and the Exchange Act except to the extent that we specifically request that

such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act

or the Exchange Act.

Recent Sales of Unregistered Equity Securities

All sales of unregistered equity securities during the covered period were disclosed on a Current Report on Form 8-K or a Quarterly Report on Form 10-Q.

All sales of unregistered equity securities during the covered

period were disclosed on a Current Report on Form 8-K or a Quarterly Report on Form 10-Q.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

SELECTED FINANCIAL DATA

The following table presents our selected historical consolidated financial data, which is derived from our consolidated financial statements, which have been prepared in accordance

Generally Accepted Accounting Principles, or U.S.

The selected consolidated statements of operations data for the years ended December 31, 2020, 2019, and 2018 and the selected consolidated balance sheet data as of December 31, 2020,

and 2019 are derived from our audited consolidated financial statements set forth in “Part II.

Financial Statements and Supplementary Data” of this annual report.

The selected consolidated statement of operations data for the years ended

December 31, 2017 and December 31, 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017 and 2016 has been derived from our audited consolidated financial statements not included in this annual report.

You should read the following selected consolidated financial data in conjunction with “Part II.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” and it is qualified in its entirety by, reference to our consolidated financial statements and the related notes set forth in “Part II.

Financial Statements and Supplementary Data” of this annual report.

The historical results set

forth below are not necessarily indicative of the results to be expected in future periods.

Year ended December 31

(In thousands, except share and per share data)

Cost of revenues

Operating expenses:

Research and development, net

Sales and marketing

General and administrative

Total operating expenses

Operating loss

Loss on extinguishment of debt

Financial expenses, net

Loss before income taxes

Taxes on income (tax benefit)

Net loss per ordinary share, basic and diluted (1)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted

As of December 31,

(in thousands)

Balance Sheet Data:

Cash and cash equivalents

Accumulated deficit

Total shareholders’ equity

Net loss per ordinary share, basic and diluted, is calculated by dividing our net loss excluding dividends accrued on our convertible preferred shares outstanding

during the period presented by the weighted average number of shares outstanding during the period presented.

See Note 2s to our consolidated financial statements set forth in “Part II.

Financial Statements and Supplementary Data” of

this annual report.

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 5. Market for Registrant’s Common Equity