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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-18 · 754 added, 981 removed, 547 unchanged (76% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

regarding required financial disclosure.

As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).

Based upon, and as of the date of, this evaluation,

the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports is recorded, processed, summarized and reported

within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed

to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial

As of the end of the period covered by this annual report, we carried

out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)

and Rule 15d-15(e) of the Exchange Act).

Based upon, and as of the date of, this evaluation, the Chief Executive Officer and the Chief

Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed

by us in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to

allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with

authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making its assessment, management used the criteria described

in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2020 to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting because we are

exempt from this requirement as a smaller reporting company and non-accelerated filer.

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those policies

and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Management has assessed the effectiveness of our internal control

over financial reporting as of December 31, 2021.

In making its assessment, management used the criteria described in Internal Control

— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on management’s assessment, management has concluded

that our internal control over financial reporting was effective as of December 31, 2021 to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance

This annual report does not include an attestation report of our

independent registered public accounting firm regarding internal controls over financial reporting because we are exempt from this requirement

as a smaller reporting company and non-accelerated filer.

Changes in Internal Control over Financial Reporting

During the fourth quarter of the fiscal year ended December 31, 2020, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and

15d-15(f) of the Exchange Act) that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the fourth quarter of the fiscal year ended December 31,

2021, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Not applicable

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

Information About Our Executive Officers

The following table sets forth the name, age and position of each of our executive officers as of February 18, 2021:

The following table sets forth the name, age and position of each

of our executive officers as of February 18, 2021:

Larry Jasinski

1 unchanged sentence

Chief Financial Officer

Larry Jasinski has served as our Chief Executive Officer and as a member of our board since February 2012.

From 2005 until 2012,

Jasinski served as the President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization of products used to treat individuals with vertebral compression fractures, which was acquired by Globus Medical

Larry Jasinski has served

as our Chief Executive Officer and as a member of our board since February 2012.

From 2005 until 2012, Mr.

Jasinski served as the

President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization of products used to

treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012.

From 2001 to 2005, Mr.

Jasinski was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease, which was acquired by Alphatec in 2005.

From 1985 until 2001,

Jasinski served in multiple sales, research and development, and general management roles at Boston Scientific Corporation.

Jasinski has served on the board of directors of Massachusetts Bay Lines since 2015 and of LeMaitre Vascular, Inc.

was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease,

which was acquired by Alphatec in 2005.

From 1985 until 2001, Mr.

Jasinski served in multiple sales, research and development, and

general management roles at Boston Scientific Corporation.

Jasinski has served on the board of directors of Massachusetts Bay Lines

since 2015 and of LeMaitre Vascular, Inc.

Jasinski holds a B.Sc.

in marketing from Providence College and an MBA from the University of Bridgeport.

Ori Gon became our Chief Financial Officer effective February 22, 2018.

in marketing from Providence College and an MBA

from the University of Bridgeport.

Ori Gon became our Chief Financial Officer effective

February 22, 2018.

From 2015 to 2018, Mr.

Gon served as our Corporate Controller.

to ReWalk Robotics Mr.

Gon served as Corporate Controller at Oti Ltd from 2012 to 2015.

Prior to ReWalk Robotics Mr.

Gon served as Corporate

Controller at Oti Ltd from 2012 to 2015.

Gon is a Certified Public Accountant in Israel and holds a B.A.

in Economics from Hebrew University of Jerusalem.

The remaining information required by this Item will be included in, and is incorporated herein by reference from, our definitive proxy statement for our 2020 Annual Meeting of

Shareholders to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our fiscal year ended December 31, 2020 (the “Proxy Statement”).

in Economics from Hebrew

University of Jerusalem.

Gon has informed the Company that he intends to resign from the Company, effective March 12, 2022.

will continue to serve as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer until

March 12, 2022.

The remaining information required by this Item will be included

in, and is incorporated herein by reference from, our definitive proxy statement for our 2021 Annual Meeting of Shareholders to be filed

with the SEC pursuant to Regulation 14A within 120 days after the end of our fiscal year ended December 31, 2021 (the “Proxy

EXECUTIVE COMPENSATION

The information required by this Item 11 will be included in, and is incorporated herein by reference from, our Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 will be included in and is incorporated herein by reference from, our Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 will be included in and is incorporated herein by reference, from our Proxy Statement.

The information required by this Item 11 will be included in, and

is incorporated herein by reference from, our Proxy Statement.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 will be included in and

is incorporated herein by reference from, our Proxy Statement.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 will be included in and

is incorporated herein by reference, from our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 will be included in and is incorporated herein by reference, from our Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The information required by this Item 14 will be included in and

is incorporated herein by reference, from our Proxy Statement.

FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements.

The Consolidated Financial Statements filed as part of this annual report are identified in the Index to Consolidated Financial Statements on page F-1 hereto.

The Consolidated Financial Statements filed as part of this annual

report are identified in the Index to Consolidated Financial Statements on page F-1 hereto.

(a)(2) Financial Statement Schedules.

Financial Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Financial Statement Schedules have been omitted because the

information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

(a)(3) Exhibits.

See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report.

See accompanying Exhibit Index included after the signature page

of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report.

EXHIBIT INDEX

Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report

on Form 8-K filed with the SEC on May 21, 2021).

share certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form F-1/A (File No.

filed with the SEC on August 20, 2014).

Description of the registrant’s securities registered pursuant to Section

12 of the Securities Exchange Act of 1934.

dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the

Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016).

warrant issued in connection with the Company’s follow-on offering in November 2016 (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2016).

of common warrant to purchase ordinary shares in November 2018 follow-on offering (incorporated by reference to Exhibit 4.7 to the Company’s

registration statement on Form S-1/A (File No.

333-227852), filed with the SEC on November 14, 2018).

of underwriter warrant from November 2018 follow-on offering (incorporated by reference to Exhibit 4.8 to the Company’s registration

statement on Form S-1/A (File No.

333-227852), filed with the SEC on November 14, 2018).

Amendment to Warrant to Purchase Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated

by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018).

of placement agent warrant from February 2019 “best efforts” public offering (incorporated by reference to Exhibit 4.1 of

the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019).

of purchaser warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference

to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).

of placement agent warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference

to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).

Rights Agreement, dated May 15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.4 to

the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).

of private placement warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s

Current Report on Form 8-K filed with the SEC on June 11, 2019).

of placement agent warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s

Current Report on Form 8-K filed with the SEC on June 11, 2019).

of purchaser warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference

to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).

of placement agent warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference

to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).

of common warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report

on Form 8-K filed with the SEC on February 10, 2020).

of placement agent warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company’s Current

Report on Form 8-K filed with the SEC on February 10, 2020).

Form of purchaser

warrant from July 2020 registered direct offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form

8-K filed on July 6, 2020).

Form of placement

agent agreement from July 2020 registered direct offering (incorporated by reference to Exhibit 4.2 of the Company’s Current Report

on Form 8-K filed on July 6, 2020).

Form of purchaser

warrant from December 2020 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K

filed with the SEC on December 8, 2020).

Form of placement

agent warrant from December 2020 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on

Form 8-K filed with the SEC on December 8, 2020).

Form of registration

rights agreement from December 2020 private placement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report

on Form 8-K filed with the SEC on December 8, 2020).

Form of ordinary

warrant from September 2021 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form

8-K filed with the SEC on September 29, 2021).

Form of placement

agent warrant from September 2021 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on

Form 8-K filed with the SEC on September 29, 2021).

Form of pre-funded

warrant from September 2021 private placement (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form

8-K filed with the SEC on September 29, 2021).

Letter of Agreement, dated July 11, 2013, between the Company and Sanmina Corporation.*

Research Collaboration Agreement, dated May 16, 2016, between the Company and the President and Fellows

of Harvard College.*

License Agreement, dated May 16, 2016, between the Company and the President and Fellows of Harvard College.*

indemnification agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11

to the Company’s registration statement on Form F-1/A (File No.

333-197344), filed with the SEC on August 20, 2014).**

Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s registration statement on Form F-1 (File No.

filed with the SEC on July 10, 2014).**

Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form F-1 (File

333-197344), filed with the SEC on July 10, 2014).**

Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.14 to the Company’s registration statement on Form F-1 (File

333-197344), filed with the SEC on July 10, 2014).**

Option Plan (incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form F-1 (File No.

filed with the SEC on July 10, 2014).**

2014 Incentive

Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (File

333-239258), filed with the SEC on June 18, 2020).**

Employment Agreement, dated as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16

to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

Incentive Compensation Plan Form of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to

the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for non-Israeli employees, and executives (incorporated by reference

to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for Israeli non-employee directors, employees and executives

(incorporated by reference to Exhibit 10.20.1 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with

the SEC on October 15, 2018).**

Incentive Compensation Plan Form of Restricted Share Unit Award Agreement between the Company and Jeffrey Dykan, as director (incorporated

by reference to Exhibit 10.20.2 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with the SEC on

October 15, 2018).**

Incentive Compensation Plan Prior Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by

reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May

Incentive Compensation Plan New Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by

reference to Exhibit 10.22 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with the SEC on October

Incentive Compensation Plan Prior Form of Option Award Agreement for Israeli non-employee directors (incorporated by reference to Exhibit

10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**

Incentive Compensation Plan Prior Form of Option Award Agreement for non-Israeli non-employee directors (incorporated by reference to

Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**

Robotics Ltd.

Compensation Policy for Executive Officers and Non-Executive Directors, as amended (incorporated by reference to Exhibit

10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2021).**

Equity Distribution

Agreement, dated May 10, 2016, between the Company and Piper Jaffray & Co., as Agent (incorporated by reference to Exhibit 1.1 to

the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2016).

1 to Equity Distribution Agreement, dated May 9, 2019, between the Company and Piper Jaffray & Co., as Agent (incorporated by

reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on May 9, 2019).

Agreement, dated as of January 15, 2013, between the Company and Ofir Koren (incorporated by reference to Exhibit 10.26 to the Company’s

annual report on Form 10-K filed with the SEC on March 8, 2018).**

to Employment Agreement, dated March 1, 2018, between the Company and Ori Gon (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the SEC on March 7, 2018).**

Agreement, dated May 25, 2015, between the Company and Ori Gon (incorporated by reference to Exhibit 10.2 to the Company’s Current

Report on Form 8-K, filed with the SEC on March 7, 2018).**

Agreement Regarding a Potential Joint Venture, dated March 6, 2018, between the Company and RealCan Ambrum Healthcare Industry Investment

(Shenzhen) Partnership Enterprise (Limited Partnership) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report

on Form 8-K filed with the SEC on March 23, 2018).*

1 to the Research Collaboration Agreement, dated May 1, 2017, between the Company and the President and Fellows of Harvard College

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2018).*

1 to the Exclusive License Agreement and Amendment No.

2 to the Research Collaboration Agreement, dated April 1, 2018, between the

Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company’s Current Report

on Form 8-K filed with the SEC on June 29, 2018).*

of warrant exercise agreement from June 2019 private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s

Current Report on Form 8-K filed with the SEC on June 11, 2019).

of securities purchase agreement from February 2020 best efforts offering (incorporated by reference to Exhibit 10.1 of the Company’s

Current Report on Form 8-K filed with the SEC on February 10, 2020) for the units offered hereby.*

1 to the Securities Purchase Agreement, dated February 7, 2020, by and among the Company and the purchasers party thereto (incorporated

by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).*

Form of securities

purchase agreement from July 2020 registered direct offering (incorporated by reference to Exhibit 10.1 of the Company’s Current

Report on Form 8-K filed on July 6, 2020).

Letter, dated June 2, 2020, between the Company and H.C.

Wainwright & Co., LLC from July 2020 registered direct offering (incorporated

by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 6, 2020).

Form of securities

purchase agreement from December 2020 private placement, by and among the Company and the purchasers party thereto (incorporated by reference

to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).*

Form of securities

purchase agreement from September 2021 private placement, by and among the Company and the purchasers party thereto (incorporated by reference

to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021).*

Letter, dated June 2, 2020, between the Company and H.C.

Wainwright & Co., LLC from July 2020 registered direct offering (incorporated

by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021).

Letter, dated December 2, 2020, by and among the Company and H.C.

Wainwright & Co., LLC (incorporated by reference to Exhibit 10.3

of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).*

3 to the Research Collaboration Agreement, dated April 30, 2020, between the Company and the President and Fellows of Harvard College

(incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No.

333-239733) filed with

the SEC on July 7, 2020).*

4 to Research Collaboration Agreement, dated October 14, 2021, between ReWalk Robotics Ltd.

and the President and Fellows of Harvard

College (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 18,

Agreement, dated July 9, 2021, by and between the Company and Jeannine Lynch (incorporated by reference to Exhibit 10.3 to the Company’s

Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021**.

of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s registration statement on Form S-1/A

333-227852), filed with the SEC on November 7, 2018).

Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global

Certification of Principal Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act 2002.

Certification of Principal Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Presentation Linkbase Document.

XBRL Taxonomy Calculation Linkbase Document.

XBRL Taxonomy Label Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

Certain identified information in the exhibit has been omitted because it is the type of information that

(i) the Company customarily and actually treats as private and confidential, and (ii) is not material.

Management contract or compensatory plan, contract or arrangement.

Furnished herewith.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ReWalk Robotics Ltd.

3 unchanged sentences

February 24, 2022

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT:

That the undersigned officers and directors of ReWalk Robotics Ltd.

do hereby constitute and appoint Larry Jasinski and Ori Gon the lawful attorney

and agent with power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable ReWalk Robotics Ltd.

to comply with the Securities

and Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this report.

Without limiting the generality of the foregoing power and authority, the powers granted

include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said

attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the

dates indicated.

That the undersigned officers

and directors of ReWalk Robotics Ltd.

do hereby constitute and appoint Larry Jasinski and Ori Gon the lawful attorney and agent with power

and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be

necessary or advisable or required to enable ReWalk Robotics Ltd.

to comply with the Securities and Exchange Act of 1934, as amended,

and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this report.

Without limiting

the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned

officers and directors in the capacities indicated below to this report or amendments or supplements thereto, and each of the undersigned

hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Exchange Act of

1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Larry Jasinski

4 unchanged sentences

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

February 24, 2022

(Principal Financial Officer and Principal Accounting Officer)

/s/ Jeff Dykan

16 unchanged sentences

Randel Richner

EXHIBIT INDEX

Third Amended and Restated Articles of

Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2019).

Specimen share certificate (incorporated by reference

to Exhibit 4.1 to the Company’s registration statement on Form F-1/A (File No.

333-197344), filed with the SEC on August 20, 2014).

Description of the registrant’s securities registered pursuant to Section 12 of the

Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 20, 2020).

Warrant, dated December 30, 2015, between the Company

and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016).

Form of warrant issued in connection with the

Company’s follow-on offering in November 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2016).

Form of common warrant to purchase ordinary

shares in November 2018 follow-on offering (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-1/A (File No.

333-227852), filed with the SEC on November 14, 2018).

Form of underwriter warrant from November

2018 follow-on offering (incorporated by reference to Exhibit 4.8 to the Company’s registration statement on Form S-1/A (File No.

333-227852), filed with the SEC on November 14, 2018).

First Amendment to Warrant to Purchase

Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018).

Form of placement agent warrant from

February 2019 “best efforts” public offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019).

Form of purchaser warrant from April 2019

registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).

Form of placement agent warrant from April

2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).

Registration Rights Agreement, dated May

15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).

Form of private placement warrant from

June 2019 private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).

Form of placement agent warrant from

June 2019 private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).

Form of purchaser warrant from June

2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).

Form of placement agent warrant from

June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).

Form of common warrant from February 2020 best

efforts offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).

Form of placement agent warrant from February

2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).

Form of purchaser warrant from July 2020 registered

direct offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 6, 2020).

Form of placement agent agreement from July 2020

registered direct offering (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 6, 2020).

Form of purchaser warrant from December 2020 private

placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).

Form of placement agent warrant from December 2020

private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).

Letter of Agreement, dated July 11, 2013, between the Company and

Sanmina Corporation.^

Strategic Alliance Agreement, dated September 24,

2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).

Confidentiality and Non-Disclosure Agreement, dated

September 24, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.4 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).

Side Letter, dated September 30, 2013, between the

Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).

Loan Agreement, dated December 30, 2015, between the

Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016).

First Amendment, dated June 9, 2017, to

the Loan Agreement, dated December 30, 2015, between ReWalk Robotics, Ltd.

and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3,

Research Collaboration Agreement, dated May 16, 2016, between the

Company and the President and Fellows of Harvard College.^

License Agreement, dated May 16, 2016, between the Company and the

President and Fellows of Harvard College.^

Form of indemnification agreement between the

Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11 to the Company’s registration statement on Form F-1/A (File No.

333-197344), filed with the SEC on August 20, 2014).**

2012 Equity Incentive Plan (incorporated by

reference to Exhibit 10.12 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).**

2012 Israeli Equity Incentive Sub Plan

(incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).**

Equity Incentive Sub Plan (incorporated

by reference to Exhibit 10.14 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).**

2006 Stock Option Plan (incorporated by reference

to Exhibit 10.15 to the Company’s registration statement on Form F-1 (File No.

333-197344), filed with the SEC on July 10, 2014).**

2014 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration

statement on Form S-8 (File No.

333-239258), filed with the SEC on June 18, 2020).**

Executive Employment Agreement, dated

as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

2014 Incentive Compensation Plan Form

of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

2014 Incentive Compensation Plan Form

of Restricted Share Unit Award Agreement for non-Israeli employees, and executives (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

2014 Incentive Compensation Plan Form

of Restricted Share Unit Award Agreement for Israeli non-employee directors, employees and executives (incorporated by reference to Exhibit 10.20.1 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with the SEC

on October 15, 2018).**

2014 Incentive Compensation Plan Form

of Restricted Share Unit Award Agreement between the Company and Jeffrey Dykan, as director (incorporated by reference to Exhibit 10.20.2 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with the SEC on October

2014 Incentive Compensation Plan Prior

Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6,

2014 Incentive Compensation Plan New

Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with the SEC on October 15,

2014 Incentive Compensation Plan Prior

Form of Option Award Agreement for Israeli non-employee directors (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**

2014 Incentive Compensation Plan Prior

Form of Option Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**

REWALK ROBOTICS LTD

Policy for Executive Officers and Non-Executive Directors, as amended (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017).**

Equity Distribution Agreement, dated May 10, 2016,

between the Company and Piper Jaffray & Co., as Agent (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2016).

Amendment No.

1 to Equity Distribution

Agreement, dated May 9, 2019, between the Company and Piper Jaffray & Co., as Agent (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on May 9, 2019).

Employment Agreement, dated as of

January 15, 2013, between the Company and Ofir Koren (incorporated by reference to Exhibit 10.26 to the Company’s annual report on Form 10-K filed with the SEC on March 8, 2018).**

Amendment to Employment Agreement, dated

March 1, 2018, between the Company and Ori Gon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 7, 2018).**

Employment Agreement, dated May 25, 2015,

between the Company and Ori Gon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 7, 2018).**

Investment Agreement, dated March 6, 2018,

by and between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2018).*

Framework Agreement Regarding a Potential

Joint Venture, dated March 6, 2018, between the Company and RealCan Ambrum Healthcare Industry Investment (Shenzhen) Partnership Enterprise (Limited Partnership) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on

Form 8-K filed with the SEC on March 23, 2018).*

Amendment No.

1 to Investment Agreement,

dated May 15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).

Amendment No.

1 to the Research

Collaboration Agreement, dated May 1, 2017, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2018).*

Amendment No.

1 to the Exclusive

License Agreement and Amendment No.

2 to the Research Collaboration Agreement, dated April 1, 2018, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company’s Current

Report on Form 8-K filed with the SEC on June 29, 2018).*

Waiver, dated September 3, 2018,

between the Company and Kreos Capital V (Expert Fund) L.P.

(incorporated by reference to Exhibit 10.38 to the Company’s registration statement on Form S-1 (File No.

333-227852), filed with the SEC on October 15, 2018).

Second Amendment to Loan Agreement

between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018).

Form of securities purchase agreement

from February 2019 “best efforts” public offering (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 25, 2019).

Form of securities purchase agreement from April 2019 registered direct offering and concurrent private

placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 5, 2019).

Form of warrant exercise agreement from

June 2019 private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).

Form of securities purchase agreement

from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).

Form of securities purchase agreement from

February 2020 best efforts offering (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020) for the units offered hereby.^

Amendment No.

1 to the Securities Purchase

Agreement, dated February 7, 2020, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).^

Form of securities purchase agreement from July 2020

registered direct offering (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 6, 2020).

Engagement Letter, dated June 2, 2020, between the

Company and H.C.

Wainwright & Co., LLC from July 2020 registered direct offering (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 6, 2020).

Form of securities purchase agreement from December

2020 private placement, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).^#

Form of registration rights agreement from December

2020 private placement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).

Engagement Letter, dated December 2, 2020, by and

among the Company and H.C.

Wainwright & Co., LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).^

Amendment No.

3 to the Research Collaboration Agreement, dated April 30, 2020, between the

Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No.

333-239733) filed with the SEC on July 7, 2020).^

List of subsidiaries of the Company

(incorporated by reference to Exhibit 21.1 to the Company’s registration statement on Form S-1/A (File No.

333-227852), filed with the SEC on November 7, 2018).

Consent of Kost Forer

Gabbay & Kasierer, a member of Ernst & Young Global Limited.

Certification of Principal Executive Officer

pursuant to Section 302 of the Sarbanes-Oxley Act 2002.

Certification of Principal Financial Officer

pursuant to Section 302 of the Sarbanes-Oxley Act 2002.

Certification of Principal

Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

Certification of Principal

Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Presentation Linkbase Document.

XBRL Taxonomy Calculation Linkbase Document.

XBRL Taxonomy Label Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

Portions of the agreement were omitted and a complete copy of the agreement has been provided separately to the Securities and Exchange Commission pursuant to the Company’s application

requesting confidential treatment under, as applicable, Rule 406 of the Securities Act of 1933, as amended and/or Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which application was subsequently granted.

Management contract or compensatory plan, contract or arrangement.

Furnished herewith.

Portions of this exhibit (indicated by asterisks) have been omitted under rules of the U.S.

Securities and Exchange Commission permitting the confidential treatment of select information.

The schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

REWALK ROBOTICS LTD

CONSOLIDATED FINANCIAL STATEMENTS

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Report of Registered Public Accounting Firm

(PCAOB ID 1281 )

Consolidated Balance Sheets

Consolidated Statements of Operations

Statements of Changes in Shareholders’ Equity

Statements of Changes in Shareholders’

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

F - 1

Kost Forer Gabbay & Kasierer

2 Pal-Yam Blvd.

Haifa 3309502, Israel

Menachem Begin 144,

Tel-Aviv 6492102, Israel

+972-3-6232525

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Rewalk Robotics Ltd.

(the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in shareholders’

equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “Consolidated financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S.

and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in shareholders’

equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

1 unchanged sentence

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the account or disclosure to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

F - 2

Revenue recognition

1 unchanged sentence

As described in Note 2 to the consolidated financial statements, the Company generates revenues from sales of products.

Revenue is recognized

when obligations under the terms of a contract with the Company customer are satisfied.

Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for transferring products or providing

Revenue is recognized when obligations under the terms of a contract with the Company's customers are satisfied.

Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for transferring products or providing services.

In addition, the Company provides a service type warranty which is accounted for as a separate performance obligation.

Revenue is then recognized ratably over the life of the warranty.

Auditing the Company’s revenue recognition involves subjective assumptions used in determining the standalone selling price of distinct

performance obligations.

How We Addressed the Matter in Our Audit

Our audit procedures included, among others, reading the executed contract and purchase order to understand the contract, identify the performance obligations and evaluate management’s identification of the

distinct performance obligations for a sample of contracts.

To test the management’s determination of standalone selling prices for each performance obligation, our audit procedures included, among others, evaluating the methodology

applied and testing the calculations as well as the completeness and accuracy of the underlying data and assumptions used by the Company in its estimates.

We also evaluated the Company’s disclosures included in notes to the consolidated

financial statements.

/s/ KOST FORER GABBAY & KASIERER

Auditing the Company’s revenue recognition involves subjective assumptions used in determining the standalone selling price of distinct performance obligations.

How We Addressed the

Matter in Our Audit

To test the management’s determination of standalone selling prices for each performance obligation, our audit procedures included, among others, evaluating the methodology applied and testing the calculations as well as the completeness and accuracy of the underlying data and assumptions used by the Company in its estimates.

We also evaluated the Company’s disclosures included in notes to the consolidated financial statements.

KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

We have served as the Company’s auditor since 2014.

Haifa, Israel

We have served as the Company’s auditor since 2014.

Tel-Aviv, Israel

February 24, 2022

F - 3

REWALK ROBOTICS LTD.

13 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

F - 4

REWALK ROBOTICS LTD.

2 unchanged sentences

dollars in thousands (except share and per share data)

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES:

Current maturities of long-term loan

Current maturities of operating leases liability

5 unchanged sentences

LONG-TERM LIABILITIES

Long term loan, net of current maturities

Deferred revenues

4 unchanged sentences

COMMITMENTS AND CONTINGENT LIABILITIES

Shareholders’ equity:

Shareholders’

Share capital

Ordinary share of NIS 0.25 par value-Authorized:

60,000,000 shares at December 31, 2020 and 2019;

120,000,000 and 60,000,000 shares at December 31, 2021 and 2020;

Issued and outstanding:

25,332,225 and 7,319,560 shares at December 31, 2020 and December 31,

2019, respectively

62,480,163 and 25,332,225 shares at December 31, 2021 and December 31, 2020, respectively

Additional paid-in capital

Accumulated deficit

Total shareholders’ equity

Total liabilities and shareholders’ equity

Total shareholders’

Total liabilities and shareholders’

The accompanying notes are an integral part of these consolidated financial statements.

F - 5

REWALK ROBOTICS LTD.

5 unchanged sentences

Operating expenses:

Research and development, net

Research and development

Sales and marketing

2 unchanged sentences

Operating loss

Financial expenses, net

Financial expenses (income), net

Loss before income taxes

Taxes on income (tax benefit)

Taxes on income

Net loss per ordinary share, basic and diluted

1 unchanged sentence

The accompanying notes are an integral part of these consolidated financial statements.

F - 6

REWALK ROBOTICS LTD.

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

STATEMENTS OF CHANGES IN SHAREHOLDERS’

dollars in thousands (except share data)

Ordinary Share

shareholders’

Additional paid-in

Total shareholders’

Balance as of December 31, 2018

Cumulative effect to accumulated deficit from adoption of a new accounting standard

Share-based compensation to employees and non-employees

Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees

Issuance of ordinary shares in investing agreement, net of issuance expenses in an amount of $830 (1)

Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $236 (1)

Issuance of ordinary shares, warrants and pre-funded warrants in follow-on public offering, net of issuance expenses in an amount of $1,505 (1)

Modification of warrants to purchase ordinary shares (2)

Exercise of pre-funded warrants (1)

Issuance of ordinary shares in a “best effort”

offering, net of issuance expenses in the amount of $ 686 (1)

Exercise of pre-funded warrants and warrants (1)

Issuance of ordinary shares in a “Registered Direct”

offering, net of issuance expenses in the amount of $ 1,125 (1)

Issuance of ordinary shares in a “Warrant exercise”

agreement, net of issuance expenses in the amount of $ 1,019 (1)

Balance as of December 31, 2019

1 unchanged sentence

Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees

Issuance of ordinary shares in a “best effort” offering, net of issuance expenses in the amount of $686 (1)

Issuance of ordinary shares in a “Best Efforts”

offering, net of issuance expenses in the amount of $ 1,056 (1)

Exercise of pre-funded warrants and warrants (1)(2)

Issuance of ordinary shares in a “Registered Direct” offering, net of issuance expenses in the amount of $ 1,125 (1)

Issuance of ordinary shares in a “Warrant exercise” agreement, net of issuance expenses in the amount of $ 1,019 (1)

Issuance of ordinary shares in a “registered direct”

offering, net of issuance expenses in the amount of $ 1,019 (1)

Issuance of ordinary shares in a private placement, net of issuance expenses in the amount of $ 993 (1)

Balance as of December 31, 2020

Share-based compensation to employees and non-employees

Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees

Issuance of ordinary shares in a “Best Efforts” offering, net of issuance expenses in the amount of $ 1,056 (1)

Issuance of ordinary shares upon vesting of RSUs by employees and non-employees

Issuance of ordinary shares in a “Best Efforts”

offering, net of issuance expenses in the amount of $ 3,679 (1)

Exercise of pre-funded warrants and warrants (1)(2)

Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ 1,019 (1)

Issuance of ordinary shares in a private placement, net of issuance expenses in the amount of $ 993 (1)

Issuance of ordinary shares in a “registered direct”

offering, net of issuance expenses in the amount of $ 3,215 (1)

Balance as of December 31, 2021

1 unchanged sentence

The accompanying notes are an integral part of these consolidated financial statements.

F - 7

REWALK ROBOTICS LTD.

8 unchanged sentences

Gain on PPP forgiveness

Loss on inducement of debt (2)

Financial expenses related to long term loan

Changes in assets and liabilities:

3 unchanged sentences

Employees and payroll accruals

Deferred revenues and advance from customers

Deferred revenues

Operating lease liabilities and other liabilities

6 unchanged sentences

Proceeds from PPP loan (3)

Issuance of ordinary shares in investment agreement, net of issuance expenses in an amount of $830 (1)

Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of $211 (1)

Issuance of ordinary shares and exercise of pre-funded warrants into ordinary shares in follow-on offering, net of issuance

expenses in an amount of $1,505 and net of long-term loan conversion in the amount of $3,600 (1) (2)

Issuance of ordinary shares in a “best effort” offering, net of issuance expenses in the amount of $ 686 (1)

Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ 1,035 (1)

Issuance of ordinary shares in a “best effort” offering, net of issuance expenses in the amount of $1,056 (1)

Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $977 (1)

Issuance of ordinary shares in a “warrant exercise” agreement, net of issuance expenses in the amount of $1,019 (1)

Issuance of ordinary shares in a “best effort”

offering, net of issuance expenses in the amount of $ 686 (1)

Issuance of ordinary shares in a “registered direct”

offering, net of issuance expenses in the amount of $ 1,035 (1)

Issuance of ordinary shares in a “warrant exercise”

agreement, net of issuance expenses in the amount of $ 1,019 (1)

Issuance of ordinary shares in a “best effort”

offering, net of issuance expenses in the amount of $ 1,056 (1)

Issuance of ordinary shares in a “registered direct”

offering, net of issuance expenses in the amount of $ 977 (1)

Issuance of ordinary shares in a private placement, net of issuance expenses in the amount of $ 959 (1)

Issuance of ordinary shares in a private placement, net of issuance expenses paid in the amount of $ 3,679 (1)

Issuance of ordinary shares in a “registered direct”

offering, net of issuance expenses in the amount of $ 3,215 (1)

Exercise of pre-funded warrants and warrants (1)(2)

Net cash provided by financing activities

Increase (decrease) in cash, cash equivalents, and restricted cash

Increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

1 unchanged sentence

The accompanying notes are an integral part of these consolidated financial statements.

F - 8

REWALK ROBOTICS LTD.

5 unchanged sentences

Expenses related to offerings not yet paid (1)

Repayment of long-term loan by issuance of units and pre-funded units (2)

At-the-market offering expenses not yet paid (1)

Classification of other current assets to property and equipment, net

11 unchanged sentences

Cash paid for interest

See Note 10 .

The accompanying notes are an integral part of these consolidated financial statements.

F - 9

NOTE 1:- GENERAL

ReWalk Robotics Ltd.

(“RRL”, and together with its subsidiaries, the “Company”) was incorporated under the laws of the State of Israel on June 20, 2001 and commenced operations on the same date.

RRL has two wholly owned subsidiaries:

(i) ReWalk Robotics Inc.

(“RRI”) incorporated under the laws of Delaware on February 15, 2012 and (ii) ReWalk Robotics GMBH.

(“RRG”) (formerly Argo Medical Technologies GmbH) incorporated under the laws

of Germany on January 14, 2013.

(“RRI”) incorporated under the laws of Delaware on February 15, 2012 and (ii) ReWalk Robotics GMBH.

(“RRG”) incorporated under the laws of Germany on January 14, 2013.

The Company 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.

The Company has developed and is continuing

to commercialize the ReWalk, an exoskeleton designed for individuals with paraplegia that uses its patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement.

The ReWalk system

consists of a light wearable brace support suit which integrates motors at the joints, rechargeable batteries, an array of sensors and a computer-based control system to power knee and hip movement.

Additionally, the Company developed and, in

June 2019, started to commercialize the ReStore following receipt of European Union CE mark and United States Food and Drug Administration (“FDA”).

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

individuals with lower limb disability due to stroke.

The Company has developed and is continuing to commercialize the ReWalk, an exoskeleton designed for individuals with paraplegia that uses its patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement.

The ReWalk system consists of a light wearable brace support suit which integrates motors at the joints, rechargeable batteries, an array of sensors and a computer-based control system to power knee and hip movement.

Additionally, the Company developed and, in June 2019, started to commercialize the ReStore following receipt of European Union CE mark and United States Food and Drug Administration (“FDA”).

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

The Company markets and sells its products directly to institutions and individuals and through third-party distributors.

The Company sells its products directly primarily in Germany and the

United States, and primarily through distributors in other markets.

In its direct markets, the Company has established relationships with rehabilitation centers and the spinal cord injury community, and in its indirect markets, the Company’s

distributors maintain these relationships.

The Company sells its products directly primarily in Germany and the United States, and primarily through distributors in other markets.

In its direct markets, the Company has established relationships with rehabilitation centers and the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships.

RRI markets and sells products mainly in the United States.

RRG sell the Company’s products mainly in Germany and Europe.

RRG markets and sells the Company’s products mainly in Germany and Europe.

During the second quarter of 2020, we have finalized 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

Department of Veterans Affairs (“VA”) hospitals.

rehabilitation clinics and personal sales through the U.S.

Department of Veterans Affairs (“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 profiles.

The Company depends on one contract manufacturer, Sanmina.

Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and

Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs.

The worldwide spread of COVID-19 has resulted in a global economic slowdown and is expected to continue to disrupt general business operations until the disease is contained.

This has had a negative impact on the Company's sales and results

of operations during 2020, and the Company expects that it will continue to negatively affect its sales and results of operations, but the Company is currently unable to predict the scale and duration of that impact.

As of the date of issuance

of these financial statements, the Company is not aware of any specific event or circumstance that would require an update of its accounting estimates or judgments or revision of the carrying value of its assets or liabilities.

determination may change as new events occur and additional information is obtained.

This has had a negative impact on the Company's sales and results of operations since the start of the pandemic, and the Company expects that it will continue to negatively affect its sales and results of operations, but the Company is currently unable to predict the scale and duration of that impact.

As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require an update of its accounting estimates or judgments or revision of the carrying value of its assets or liabilities.

This determination may change as new events occur and additional information is obtained.

Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements.

F - 10

For the full year ended December 31, 2021 the Company incurred a consolidated net loss of $12.7 million and has an accumulated deficit in the total amount of $194.2 million.

The Company’s negative operating cash

flow for the full year ended December 31, 2020 was $12.6 million.

Our cash and cash equivalent on December 31, 2020 totaled $20.3 million and in subsequent warrants exercise transactions the Company received a total of additional $13.2

million in the beginning of 2021.

The Company’s negative operating cash flow for the full year ended December 31, 2021 was $11.5 million.

Our cash and cash equivalent on December 31, 2021 totaled $88.3 million.

The Company has sufficient funds to support its operation for more than 12 months following the approval of its consolidated financial statements for the fiscal year ended December 31, 2021.

The Company expect to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and product

candidates, the achievement of a level of revenues adequate to support the cost structure.

Until the Company achieve profitability or generate positive cash flows, it will continue to need to raise additional cash.

The Company intend to

fund future operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing.

In addition, the Company may seek additional

capital through arrangements with strategic partners or from other sources and will continue to address its cost structure.

Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or

sustain profitability or positive cash flows from operations.

The Company expects to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and product candidates, the achievement of a level of revenues adequate to support the cost structure.

Until the Company achieves profitability or generates positive cash flows, it will continue to need to raise additional cash.

The Company intends to fund future operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing.

In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources and will continue to address its cost structure.

Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S.

applied on a consistent basis, as follows:

The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S.

GAAP”), applied on a consistent basis, as follows:

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S.

generally accepted accounting principles requires management to make estimates, judgments, and

The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made.

These estimates, judgments and assumptions can affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

generally accepted accounting principles requires management to make estimates, judgments, and assumptions.

The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made.

These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

On an ongoing basis, the Company’s management evaluates estimates, including those related to inventories, fair values of share-based awards and warrants, contingent liabilities, provision for warranty, allowance for doubtful account and sales return

Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Financial Statements in U.S.

Since 2015, most of the Company’s expenses were denominated in United States dollars (“dollars”) and the remaining expenses were denominated in New Israeli Shekel (“NIS”) and Euros.

Until 2018 most of the Company’s revenues were denominated in U.S.

dollars and the remainder of our revenues was denominated in euros and British pound whereas in the last two years our Euro revenues are higher than the ones in dollars.

selling prices are linked to the Company’s price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S.

dollars and the Company’s management believes that the

dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate.

Thus, the dollar is the Company’s and its subsidiaries’ functional and reporting currency.

Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards

Codification (“ASC”) No.

830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period.

At the end of each reporting period, financial assets and liabilities are

re-measured to the functional currency using exchange rates in effect at the balance sheet date.

Since 2015, most of the Company’s expenses were denominated in United States dollars (“dollars”) and the remaining expenses were denominated in New Israeli Shekel (“NIS”) and Euros.

Until 2018 most of the Company’s revenues were denominated in U.S.

dollars and the remainder of our revenues was denominated in Euros and British pound whereas in the last three years our Euro revenues are higher than the ones in dollars.

However, the selling prices are linked to the Company’s price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and fundraising activities, are made in U.S.

dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate.

Thus, the dollar is the Company’s and its subsidiaries’

functional and reporting currency.

Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification (“ASC”) No.

830, “Foreign Currency Matters”

at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period.

At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date.

Non-financial assets and liabilities are re-measured at historical exchange rates.

Gains and losses related to re-measurement are recorded as financial

income (expense) in the consolidated statements of operations as appropriate.

All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operations.

F - 11

Principles of Consolidation:

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The Company periodically evaluates the quantities on hand relative to historical, current and projected sales volume.

Based on this evaluation, an impairment charge is recorded when

required to write-down inventory to its market value.

Based on this evaluation, an impairment charge is recorded when required to write-down inventory to its market value.

Cost is determined as follows:

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Raw materials - The weighted average cost method.

The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates and forecasted sales according

to outstanding backlogs.

The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates and forecasted sales according to outstanding backlogs.

Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure.

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The write off inventory were recorded in cost of revenue.

If actual demand for the

Company’s products deteriorates, or market conditions are less favorable than those projected, additional inventory reserves may be required.

Related parties transactions and balances:

The Company has a related party shareholder named Yaskawa Electric Corporation (“YEC”).

In September 2013, the Company entered into a share purchase agreement and a strategic alliance with YEC, pursuant to which YEC has agreed to distribute the Company’s products, in

addition to providing sales, marketing, service and training functions, in Japan, China (including Hong-Kong and Macau), Taiwan, South Korea, Singapore and Thailand.

As of December 31, 2020, and 2019, the related party receivable were 0% of trade receivable, net, in both years.

Revenues from YEC during the years ended

December 31, 2020, 2019, and 2018 amounted to $0 thousand, $41 thousand, and $13, respectively.

If actual demand for the Company’s products deteriorates, or market conditions are less favorable than those projected, additional inventory reserves may be required.

F - 12

Balances and transactions with related parties:

The Company has a related party shareholder named Yaskawa Electric Corporation (“YEC”).

In September 2013, the Company entered into a share purchase agreement and a strategic alliance with YEC, pursuant to which YEC has agreed to distribute the Company’s products, in addition to providing sales, marketing, service and training functions, in Japan, China (including Hong-Kong and Macau), Taiwan, South Korea, Singapore and Thailand.

As of December 31, 2021, and 2020, there have been no related party receivable with YEC .

Revenues from YEC during the years ended December 31, 2021, 2020, and 2019 amounted to $ 0 thousand, $ 0 thousand and $ 41 thousand, respectively.

Property and Equipment:

Property and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at

the following annual rates:

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:

Computer equipment

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Leasehold improvements

Over the shorter of the lease

term or estimated useful life

Over the shorter of the lease term or estimated useful life

Impairment of Long-Lived Assets:

The Company’s long-lived assets are reviewed for impairment in accordance with ASC No.

360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that

the carrying amount of an asset (or asset group) may not be recoverable.

Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be

generated by the assets.

The Company’s long-lived assets are reviewed for impairment in accordance with ASC No.

360, “Property, Plant and Equipment”

whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable.

Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

During the years ended December 31, 2020,

2019 and 2018, no impairment losses have been recorded.

During the years ended December 31, 2021, 2020 and 2019, no impairment losses have been recorded.

Restricted cash and Other long-term assets:

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The Company sells its products directly to end customers and through distributors.

The Company sells its products to private

individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), rehabilitation facilities and distributors.

On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method for contracts that were not completed as of January 1, 2018.

Under the modified

retrospective method, the Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings.

This adjustment did not have a material impact on the Company consolidated

financial statements.

Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company historic accounting under Revenue

Recognition (“Topic 605”).

The adoption of Topic 606 represents a change in accounting principle that will provide financial statement readers with enhanced

revenue recognition disclosures.

In accordance with Topic 606, revenue is recognized when obligations under the terms of a contract with the Company customer are satisfied;

generally this occurs with the transfer of control of the Company products or

Revenue is measured as the amount of consideration to which the Company expect to be entitled in exchange for transferring products or providing services.

To achieve this core principle, the Company applies the following five steps:

The Company sells its products to private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), rehabilitation facilities and distributors.

F - 13

The Company recognized revenue in accordance with ASC Topic 606 when, or as, control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps:

Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into a written agreement with a customer that defines each party’s rights regarding the products or services to be

transferred and identifies the payment terms related to these products or services, (ii) both parties to the contract are committed to perform their respective obligations, (iii) the contract has commercial substance, and (iv) the Company determines

that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s

ability and intention to pay, which is based on a variety of factors including the customer’s payment history or, in the case of a new customer, published credit and financial information pertaining to the customer.

The Company generally considers purchase order or a signed quote, to be contracts with customers.

In evaluating the contract with a customer, the Company analyzes the customer’s intent and ability to pay the amount of promised consideration (credit risk) and considers the probability of collecting substantially all of the consideration.

Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct,

whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from the Company, and are distinct in the context of the contract, whereby the transfer of the products or

services is separately identifiable from other promises in the contract.

At a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance obligations.

Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer.

extent the transaction price is variable, revenue is recognized at an amount equal the consideration to which the Company expects to be entitled.

This estimate includes customer sales incentives which are accounted for as a reduction to revenue and

estimated using either the expected value method or the most likely amount method, depending on the nature of the program.

As a result of the Company’s adoption of this standard, the majority of the amounts that were historically classified as bad debt expense, primarily related to self-payers

customers, are now considered an implicit price concession in determining net revenue.

Accordingly, the Company recognized uncollectible balances associated with self-payers customers as a reduction of the transaction price and therefore as a reduction

in net revenues when historically these amounts were classified as bad debt expense within general and administrative expenses.

Shipping and handling costs charged to customers are included in net sales.

Determining the transaction price requires significant judgment, which is discussed by revenue category

in further detail below.

Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below.

In practice, the Company does not offer extended payment terms beyond one year to customers.

F - 14

Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

Contracts that contain multiple

performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless a portion of the variable consideration related to the contract is allocated entirely to a

performance obligation.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless a portion of the variable consideration related to the contract is allocated entirely to a performance obligation.

The Company determines standalone selling price based on the price at which the performance obligation is sold separately.

2 unchanged sentences

For systems sold to rehabilitation facilities, the Company includes training and considers the elements in the arrangement to be a single performance obligation.

In accordance

with ASC 606, the Company has concluded that the training is essential to the functionality of the Company’s systems.

Therefore, the Company recognizes revenue for the system and training only after delivery in accordance with the agreement delivery

terms to the customer and after the training has been completed.

For sales of Personal systems to end users, and for sales of Personal or Rehabilitation systems to third party distributors, the Company does not provide training to the end

user as this training is completed by the Rehabilitation centers or by the distributor that have previously completed the ReWalk Training program.

Therefore, the Company recognizes revenue for the system and training only after delivery in accordance with the agreement's delivery terms to the customer and after the training has been completed.

For sales of Personal systems to end users, and for sales of Personal or Rehabilitation systems to third party distributors, the Company does not provide training to the end user as this training is completed by the Rehabilitation centers or by the distributor that have previously completed the ReWalk Training program.

Therefore, the Company recognizes revenue in such sales upon delivery.

1 unchanged sentence

The Company generally does not grant a right of return for its products.

There have been isolated cases in which the Company experienced a return of its products.

Therefore, the

Company records reductions to revenue for expected future product returns based on the Company’s historical experience.

In rare circumstances the Company provides a right of return of its products.

In those cases, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience and estimates.

Disaggregation of Revenues (in thousands)

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(1) ReWalk Personal, (2) ReWalk Rehabilitation, (3) ReStore, (4) MyoCycle and (5) MediTouch.

ReWalk Personal and ReWalk Rehabilitation are units for spinal cord injuries (“SCI Products”).

SCI Products are currently designed for everyday use by paraplegic individuals at

home and in their communities, and are custom fitted for each user, as well as for use by paraplegia patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy.

ReWalk Rehabilitation

current design is dated and will not be produced in the future.

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

MyoCycle which uses Functional Electrical Stimulation (“FES”) technology and MediTouch tutor movement biofeedback devices (“Distributed Products”).

The Company markets the

Distributed Products in the United States for use at home or in clinic.

Units placed includes revenue from sales of SCI Products, ReStore and Distributed Products.

ReWalk Personal and ReWalk Rehabilitation are units for spinal cord injuries (“SCI Products”).

SCI Products are currently designed for everyday use by paraplegic individuals at home and in their communities, and are custom fitted for each user, as well as for use by paraplegic patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy.

ReWalk Rehabilitation current design is dated and will not be produced in the future.

F - 15

ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability due to stroke in the clinical rehabilitation environment.

MyoCycle which uses Functional Electrical Stimulation (“FES”) technology and MediTouch tutor movement biofeedback devices (“Distributed Products”).

The Company markets the Distributed Products in the United States for use at home or in clinic.

Units placed include revenue from sales of SCI Products, ReStore, and Distributed Products.

For units placed, the Company recognizes revenues when it transfers control and title has passed to the customer.

Each unit placed is considered an independent, unbundled

performance obligation.

Each unit placed is considered an independent, unbundled performance obligation.

The Company also offers a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee.

1 unchanged sentence

Spare parts are sold to private individuals, rehabilitation facilities and distributors.

Revenue is recognized when the Company satisfies a performance obligation by transferring

control over promised goods or services to the customer.

Revenue is recognized when the Company satisfies a performance obligation by transferring control over promised goods or services to the customer.

Each part sold is considered an independent, unbundled performance obligation.

Warranties are classified as either assurance type or service type warranty.

A warranty is considered an assurance type warranty if it provides the consumer with assurance that the

product will function as intended for a limited period of time.

In the beginning of 2018, the Company updated its service policy for SCI Products to include a five- year warranty compared to a period of two years that were included in the past

for parts and services.

A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended for a limited period of time.

In the beginning of 2018, the Company updated its service policy for SCI Products to include a five- year warranty compared to a period of two years that were included in the past for parts and services.

The first two years are considered as assurance type warranty and the additional period is considered an extended service arrangement, which is a service type warranty.

An assurance type warranty is not accounted for as separate

performance obligations under the revenue model.

An assurance type warranty is not accounted for as separate performance obligations under the revenue model.

A service type warranty is either sold with a unit or separately for units for which the warranty has expired.

Revenue is then recognized ratably over the life of the warranty.

The ReStore device is offered with a two-year warranty which is considered as assurance type warranty.

The Distributed Products are offered with assurance type warranty ranging between one year to ten years depending on the specific product and part.

The ReStore device is sold with a two-year warranty which is considered as assurance type warranty.

The Distributed Products are sold with assurance type warranty ranging between one year to ten years depending on the specific product and part.

Contract balances (in thousands)

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Balance presented net of unrecognized revenues that were not yet collected.

$330 thousand of December 31, 2019 deferred revenues balance were recognized as revenues during the year ended December 31, 2020.

$ 432 thousands of December 31, 2020 deferred revenues balance were recognized as revenues during the year ended December 31, 2021.

Typical timing of payment

Deferred revenue is comprised mainly of unearned revenue related to service type warranty but also includes other offerings for which the Company has been paid in advance and earns

revenue when the Company transfers control of the product or service.

The Company’s unfilled performance obligations as of December 31, 2020 and the estimated revenue expected to be recognized in the future related to the service type warranty

amounts to $1,108 thousand, which is fulfilled over one to five years.

Deferred revenue is comprised mainly of unearned revenue related to service type warranty but also includes other offerings for which the Company has been paid in advance and earns revenue when the Company transfers control of the product or service.

F - 16

The Company's unfilled performance obligations as of December 31, 2021 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $1.21 million, which is fulfilled over one to five years.

Accounting for Share-Based Compensation:

The Company accounts for share-based compensation in accordance with ASC No.

718, “Compensation-Stock Compensation” (“ASC No.

718 requires companies to estimate the

fair value of equity-based payment awards on the date of grant using an Option-Pricing Model (“OPM”).

The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the

Company’s consolidated statements of operations.

718, “Compensation-Stock Compensation”

(“ASC No.

718”).

718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model (“OPM”).

The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations.

According to Accounting Standards Update 2016-09, “Compensation-Stock Compensation (Topic 718)”

(“ASU 2016-09”) the Company account for forfeitures as they occur.

The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards.

Effective as of January 1, 2017, the Company adopted Accounting Standards Update 2016-09, “Compensation-Stock Compensation (Topic 718)” (“ASU 2016-09”) on a modified, retrospective

ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock-based compensation:

to estimate the total number of awards for which the requisite service

period will not be rendered or to account for forfeitures as they occur.

Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur.

The change was applied on a modified, retrospective

basis with a cumulative-effect adjustment to retained earnings of $11 thousand (which increased the accumulated deficit) as of January 1, 2017.

ASU 2016-09 also eliminates the requirement that excess tax benefits be realized as a reduction in current taxes payable before the associated tax benefit can be recognized as an

increase in paid in capital.

The implementation resulted with no cumulative-effect adjustment to retained earnings as of January 1, 2017.

Additionally, ASU 2016-09 addresses the presentation of excess tax benefits and employee taxes paid on the statement of cash flows.

The Company is now required to present excess tax benefits as an

operating activity on the statement of cash flows rather than as a financing activity.

The Company adopted this change prospectively.

In June 2018, the FASB issued ASU No.

2018-07 Compensation—Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting.

ASU 2018-07 was issued to

simplify several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, "Compensation – Stock Compensation", to include share-based payment transactions for acquiring goods and

services from nonemployees.

The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.

As a result of ASU 2018-07, grants awarded to non-employees are accounted for under ASC 718.

The Company adopted ASU 2018-07 as of January 1, 2019.

The adoption did not have a material impact on the consolidated financial statements.

The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its share-option awards.

The option-pricing model requires a number

of assumptions, of which the most significant are the fair market value of the underlying ordinary share, expected share price volatility and the expected option term.

Expected volatility was calculated based upon certain peer companies that the

Company considered to be comparable.

The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary share, expected share price volatility and the expected option term.

Expected volatility was calculated based upon certain peer companies that the Company considered to be comparable.

The expected option term represents the period of time that options granted are expected to be outstanding.

The expected option term is determined based on the simplified method in accordance with Staff Accounting

The expected option term is determined based on the simplified method in accordance with Staff Accounting Bulletin No.

110, as adequate historical experience is not available to provide a reasonable estimate.

3 unchanged sentences

The Company has historically not paid dividends and has no foreseeable plans to pay dividends.

F - 17

Following the IPO in September 2014, the fair value of ordinary shares is observable as they are publicly traded.

The fair value of Restricted Stock Units (RSUs) granted is determined based on the price of the Company’s ordinary shares on the date of

The fair value of Restricted Stock Units (RSUs) granted is determined based on the price of the Company’s ordinary shares on the date of grant.

The fair value for options granted in 2019 is estimated at the date of grant using a Black-Scholes-Merton option pricing model with the following assumptions:

Year Ended December 31,

Expected volatility

2 unchanged sentences

Expected term (in years)

25.5 - $28.75

There were no options granted during the twelve months ended December 31, 2020.

There were no options granted during the twelve months ended December 31, 2021, and 2020.

The Company accounts for options granted to consultants and other service providers under ASC No.

The fair value of these options was estimated using a

Black-Scholes-Merton option-pricing model.

The non-cash compensation expenses related to employees and non- employees for the years ended December 31, 2020, 2019 and 2018 amounted to $749 thousand, $1,108 thousand, and $2,766 thousand, respectively.

The fair value of these options was estimated using a Black-Scholes-Merton option-pricing model.

The non-cash compensation expenses related to employees and non-employees for the years ended December 31, 2021, 2020 and 2019 amounted to $ 833 thousand, $ 749 thousand, and $ 1.11 million, respectively.

Warrants to Acquire Ordinary Shares:

During the twelve-month ended 31, 2020, and 2019, respectively, the Company issued warrants to acquire up to 11,389,555 and 2,522,284 ordinary shares.

The Company assessed the warrants pursuant to ASC

480 "Distinguishing Liabilities from Equity" and ASC 815 "Derivatives and Hedging" and determine that the warrants should be accounted for as equity and not as a derivative liability.

During the twelve-month ended December 31, 2021, and 2020, respectively, the Company issued warrants to acquire up to 15,083,611 and 11,389,555 ordinary shares.

The Company assessed the warrants pursuant to ASC 480 "Distinguishing Liabilities from Equity"

and ASC 815 "Derivatives and Hedging"

and determine that the warrants should be accounted for as equity and not as a derivative liability.

Refer to Note 8f for additional information.

Research and Development Costs:

Research and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants the company receive for research

and development in the period in which the grant was received.

Research and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants the Company received for research and development in the period in which the grant was received.

The Company accounts for income taxes in accordance with ASC No.

740, “Income Taxes” (“ASC No.

740”), using the liability method whereby deferred tax assets and liability account

balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized.

740, “Income Taxes”

(“ASC No.

740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized.

740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions.

The first step is to evaluate the tax position taken or expected to be

taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals

or litigation processes.

The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes.

The second step is to measure the tax benefit as the largest amount that is more than 50 % likely to be realized upon ultimate settlement.

The Company accrues interest and penalties related to unrecognized tax benefits in its

taxes on income.

The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income.

As of December 31, 2021, and 2020, the Company did not identify any significant uncertain tax positions.

F - 18

The Company provided a two-year standard warranty for its products.

In the beginning of 2018, we updated our service policy for new devices sold to include five-year warranties.

Company determined that the first two years of warranty is an assurance-type warranty and records a provision for the estimated cost to repair or replace products under warranty at the time of sale.

Factors that affect the Company’s warranty reserve

include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair.

The Company determined that the first two years of warranty is an assurance-type warranty and records a provision for the estimated cost to repair or replace products under warranty at the time of sale.

Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair.

Balance at December 31, 2020

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Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables.

The Company’s cash and cash equivalents are deposited in major banks in Israel, the United States and Germany.

Such deposits in the United States may be in excess of insured limits

and are not insured in other jurisdictions.

The Company’s cash and cash equivalents are deposited in major banks in Israel, the United States and Germany.

Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions.

The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution.

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Less than 10%

The Company’s trade receivables are geographically diversified and derived primarily from sales to customers in various countries, mainly in the United States and Europe.

Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures.

The Company performs ongoing credit evaluations of its distributors based upon a specific review of

all significant outstanding invoices.

The Company performs ongoing credit evaluations of its distributors based upon a specific review of all significant outstanding invoices.

The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts.

As of December 31, 2020, and 2019 trade receivables are presented net of $102 thousand and $31

thousand allowance for doubtful accounts, respectively, and net of sales return reserve of $0 thousand and $86 thousand, respectively.

As of December 31, 2021, and 2020 trade receivables are presented net of $ 42 thousand and $ 102 thousand allowance for doubtful accounts, respectively, and net of sales return reserve of $ 43 thousand and $ 0 thousand, respectively.

F - 19

Accrued Severance Pay:

Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof.

employees of the RRL elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”).

According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name

with insurance companies.

Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof.

All of the employees of the RRL elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”).

According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies.

Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees;

therefore, related assets and liabilities are not

presented in the balance sheet.

Total Company expenses related to severance pay amounted to $125 thousand, $156 thousand and $169 thousand for the years ended December 31, 2020, 2019 and 2018, respectively.

therefore, related assets and liabilities are not presented in the balance sheet.

Total Company's expenses related to severance pay amounted to $ 104 thousand, $ 125 thousand and $ 156 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.

Fair Value Measurements:

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the

asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as

well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable

inputs when determining fair value.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value.

If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.

three-tiers are defined as follows:

The three-tiers are defined as follows:

Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

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Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions.

The carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value due to the short-term maturity of such

The carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value due to the short-term maturity of such instruments.

F - 20

Basic and Diluted Net Loss Per Share:

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares outstanding during the period.

Diluted net loss per share is computed by giving effect to all potential shares of ordinary shares, including stock options, convertible preferred share warrants, to the extent

dilutive, all in accordance with ASC No.

260, “Earning Per Share”.

The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share (in thousands, except share and per share data):

Diluted net loss per share is computed by giving effect to all potential shares of ordinary shares, including stock options, convertible preferred share warrants, to the extent dilutive, all in accordance with ASC No.

260, “Earning Per Share”.

The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share (in thousands, except share and per share data):

Year ended December 31,

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The Company accounts for its contingent liabilities in accordance with ASC No.

450, “Contingencies”.

A provision is recorded when it is both probable that a liability has been

incurred and the amount of the loss can be reasonably estimated.

With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other

information and events pertaining to a particular matter.

450, “Contingencies”.

A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.

See Note 7e for further information.

Government grants

Government grants received by the Company relating to categories of operating expenditures are credited to the consolidated statements of operations during the period in which the

expenditure to which they relate is charged.

Royalty and non-royalty-bearing grants from the Israel Innovation Authority, or the IIA, (formerly known as the Israeli Office of the Chief Scientist), from the Israel-U.S.

Binational Industrial Research and

Development Foundation (“BIRD”) and from the Israeli Fund for Promoting Overseas Marketing for funding certain approved research and development projects and sales and marketing activities are recognized at the time when the Company is entitled to such

grants, on the basis of the related costs incurred, and are included as a deduction from research and development or sales and marketing expenses (see Note 7c).

No royalty-bearing grants were recorded for the years ended December 31, 2020, and December 31, 2019, the Company received royalty-bearing grants in the amount of $198 thousand for

the year ended December 31, 2018, as part of the research and development expenses.

Total Company expenses related to royalties amounted to $46 thousand, $15 thousand for the years ended December 31, 2020, 2019, respectively, no royalty expenses were recorded for

the year ended December 31, 2018.

New Accounting Pronouncements

Recently Implemented Accounting Pronouncements

In February 2016, the FASB issued Accounting Standard Update, or ASU, No.

2016-02, Leases (Topic 842), to enhance the transparency and comparability of financial reporting related to

leasing arrangements.

Government grants received by the Company relating to categories of operating expenditures are credited to the consolidated statements of operations during the period in which the expenditure to which they relate is charged.

Royalty and non-royalty-bearing grants from the Israel Innovation Authority, or the IIA, (formerly known as the Israeli Office of the Chief Scientist), for funding certain approved research and development projects which are recognized at the time when the Company is entitled to such grants, on the basis of the related costs incurred, and are included as a deduction from research and development expenses (see Note 7c).

No royalty-bearing grants were recorded for the years ended December 31, 2021, 2020, and 2019.

Total Company expenses related to royalties amounted to $ 14 thousand, $ 46 thousand and $ 15 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.

F - 21

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”), No.

2016-02, Leases (Topic 842), to enhance the transparency and comparability of financial reporting related to leasing arrangements.

The Company adopted the standard effective January 1, 2019.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term.

The interest rate implicit in lease contracts is typically not readily determinable.

Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Prior to the Company’s adoption of ASU 2016-02, when its lease agreements contained rent payment relief and rent escalation clauses, the Company recorded a deferred rent asset or

liability equal to the difference between the rent expense and the future minimum lease payments due.

Operating leases are recognized on the balance sheet as right-of-use assets, current maturities of operating leases and noncurrent operating lease

The Company used the modified retrospective transition method, under which the Company applied the standard as a cumulative effect adjustment to each lease that had commenced as of

the beginning of January 1, 2019 and did not apply the standard to comparative historical periods.

In addition, the Company elected to apply the package of practical expedients permitted under the transition guidance, which among other things, allowed

the Company to carry forward the historical lease classification.

The Company has elected, as of the adoption date, not to reassess whether expired or existing contracts contain leases under the new definition of a lease, not to reassess the lease

classification for expired or existing leases, and not to reassess whether previously capitalized initial direct costs would qualify for capitalization under ASC 842.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company recognizes the lease expense for such leases on a straight-line basis in the

statement of operations over the lease term.

As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

Certain adjustments to the right-of-use asset may be required for items, such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected lease term on a straight-line basis.

Operating leases are recognized on the balance sheet as right-of-use assets, lease liabilities current and lease liabilities non-current.

As a result, the Company no longer recognizes deferred rent on the balance sheet.

The Company has elected to apply the practical expedient and combine lease and non-lease components.

Upon adoption of this standard on January 1, 2019, the Company recorded right–of–use assets and corresponding lease liabilities of $2,099 thousand and $2,249 thousand,

respectively.

As of December 31, 2020, the right–of–use assets and corresponding lease liabilities in the Company’s consolidated balance sheets were $1,349 thousand and $1,583 thousand, respectively.

The adoption of this standard did not have a

material impact on the Company’s consolidated statements of operations or cash flows.

See also note 7b - Lease commitment.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

F - 22

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the FASB issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for

certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.

Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for

convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt.

Similarly, the embedded

conversion feature will no longer be amortized into income as interest expense over the life of the instrument.

Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that

require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium.

Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the

impact of convertible instruments on diluted earnings per share (EPS).

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on

either a fully retrospective or modified retrospective basis.

The adoption of this standard is not expected to result in a material impact to the Company’s financial statements.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.

Among other changes, ASU 2020-06 removes from U.S.

GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt.

Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument.

Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium.

Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”).

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis.

The adoption of this standard is not expected to result in a material impact to the Company’s financial statements.

Financial Instruments

1 unchanged sentence

Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 amends the impairment

model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses.

Topic 326 was adopted by the Company on January 1, 2020.

The adoption did not have a

material impact on the Company’s consolidated financial statements.

ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses.

Topic 326 will be effective on the Company beginning on January 1, 2023.

The Company is currently evaluating the impact of this new standard on its financial statements.

In December 2019, the FASB issued ASU 2019-12 to simplify the accounting for income taxes.

The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries.

The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

The standard will be effective for the Company beginning January 1, 2022.

The adoption of ASU 2019-12 is not expected to result in a material impact on the Company's consolidated financial statements.

NOTE 3:- PREPAID EXPENSES AND OTHER CURRENT ASSETS

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Raw materials

F - 23

NOTE 5:- PROPERTY AND EQUIPMENT, NET

8 unchanged sentences

Depreciation expenses amounted to $ 266 thousand, $ 285 thousand, and $ 321 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.

F - 24

- LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES

On December 30, 2015, the Company entered into the loan agreement (the “Loan Agreement”) with Kreos Capital V (Expert Fund) Limited (“Kreos”), pursuant to which Kreos extended a line

of credit to us in the amount of $20 million, with interest payable monthly in arrears on any amounts drawn down at a rate of 10.75% per year from the applicable drawdown date through the date on which all principal is repaid.

As of June 30, 2017, the

Company raised more than $20 million in connection with the issuance of its share capital and, therefore, in accordance with the terms of the Loan Agreement, the repayment period was extended from 24 months to 36 months.

The principal was also reduced

in connection with the issuance of the Kreos Convertible Note on June 9, 2017.

Pursuant to the Loan Agreement, we granted Kreos a first priority security interest over all of our assets, including certain intellectual property and equity interests in

its subsidiaries, subject to certain permitted security interests.

Pursuant to the terms of the warrant, in connection with the $20.0 million drawdown under the Loan Agreement on January 4, 2016, we issued to Kreos the warrant to purchase up to 4,771 of our ordinary

shares at an exercise price of $241.0 per share, increased to 6,679 ordinary shares on December 28, 2016.

Subject to the terms of the warrant, the warrant is exercisable, in whole or in part, at any time prior to the earlier of (i) December 30, 2025,

or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all our assets or shares to, any other entity or person, other than a wholly-owned subsidiary

of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction.

On June 9, 2017, the Company and Kreos entered into the First Amendment, under which $3.0 million of the outstanding principal under the Loan Agreement became subject to repayment pursuant to the senior

secured Kreos Convertible Note issued on June 9, 2017.

On November 20, 2018, the Company and Kreos entered into the Second Amendment of the Loan Agreement, in which the Company repaid Kreos the $3.6 million other related payments, including prepayment

costs and end of loan payments, terminating the Kreos Note, by issuing to Kreos 192,000 units and 288,000 pre-funded units as part of an underwritten public offering at the public offering prices, and the parties agreed to revise the principal and

the repayment schedule under the Kreos Loan.

On December 30, 2015, the Company entered into the loan agreement (the “Loan Agreement”) with Kreos Capital V (Expert Fund) Limited (“Kreos”), pursuant to which Kreos extended a line of credit to us in the amount of $ 20 million, with interest payable monthly in arrears on any amounts drawn down at a rate of 10.75 % per year from the applicable drawdown date through the date on which all principal is repaid.

As of June 30, 2017, the Company raised more than $ 20 million in connection with the issuance of its share capital and, therefore, in accordance with the terms of the Loan Agreement, the repayment period was extended from 24 months to 36 months .

The principal was also reduced in connection with the issuance of the Kreos Convertible Note on June 9, 2017.

Pursuant to the Loan Agreement, we granted Kreos a first priority security interest over all of our assets, including certain intellectual property and equity interests in its subsidiaries, subject to certain permitted security interests.

Pursuant to the terms of the warrant, in connection with the $ 20.0 million drawdown under the Loan Agreement on January 4, 2016, we issued to Kreos the warrant to purchase up to 4,771 of our ordinary shares at an exercise price of $ 241.0 per share, increased to 6,679 ordinary shares on December 28, 2016.

Subject to the terms of the warrant, the warrant is exercisable, in whole or in part, at any time prior to the earlier of (i) December 30, 2025, or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all our assets or shares to, any other entity or person, other than a wholly-owned subsidiary of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction.

On June 9, 2017, the Company and Kreos entered into the First Amendment, under which $ 3.0 million of the outstanding principal under the Loan Agreement became subject to repayment pursuant to the senior secured Kreos Convertible Note issued on June 9, 2017.

On November 20, 2018, the Company and Kreos entered into the Second Amendment of the Loan Agreement, in which the Company repaid Kreos the $ 3.6 million other related payments, including prepayment costs and end of loan payments, terminating the Kreos Note, by issuing to Kreos 192,000 units and 288,000 pre-funded units as part of an underwritten public offering at the public offering prices, and the parties agreed to revise the principal and the repayment schedule under the Kreos Loan.

Additionally, Kreos and the Company entered into the Kreos Warrant Amendment, which amended the exercise price of the warrant to purchase 6,679 ordinary shares currently held by Kreos from $241.0 to $ 7.50 .

On June 5, 2019 and June 6, 2019, the Company entered into warrant exercise agreements with certain institutional investors of warrants to purchase the Company’s ordinary shares,

pursuant to which, Kreos agreed to exercise in cash their November 2018 warrants at the existing exercise price of $7.50 per share.

Under the exercise agreements, the Company also agreed to issue to Kreos new warrants to purchase up to 480,000 ordinary

shares at an exercise price of $7.50 per share and exercise period of five years.

On December 29, 2020, the Company repaid in full the remaining loan principal amount to Kreos including the end of loan payments, and by that discharged all of its obligations to

Kreos and as of December 31, 2020, the outstanding principal amount under the Kreos Loan Agreement was zero.

On June 5, 2019, and June 6, 2019, the Company entered into warrant exercise agreements with certain institutional investors of warrants to purchase the Company’s ordinary shares, pursuant to which, Kreos agreed to exercise in cash their November 2018 warrants at the existing exercise price of $ 7.50 per share.

Under the exercise agreements, the Company also agreed to issue to Kreos new warrants to purchase up to 480,000 ordinary shares at an exercise price of $7.50 per share and exercise period of five years.

On December 29, 2020, the Company repaid in full the remaining loan principal amount to Kreos including the end of loan payments, and by that discharged all of its obligations to Kreos and as of December 31, 2020, the outstanding principal amount under the Kreos Loan Agreement was zero.

The Company recorded interest expense in the amount of $ 907 thousand during the fiscal year ended December 31, 2020.

F - 25

NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES

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The Company has contractual obligations to purchase goods from its contract manufacturer as well as raw materials from different vendors.

Purchase obligations do not include

contracts that may be canceled without penalty.

Purchase obligations do not include contracts that may be canceled without penalty.

As of December 31, 2021, non-cancelable outstanding obligations amounted to approximately $ 1.5 million.

Operating lease commitment:

The Company operates from leased facilities in Israel, the United States and Germany.

(i) The Company operates from leased facilities in Israel, the United States and Germany.

These leases expire between 2022 and 2023.

portion of the Company’s facilities leases is generally subject to annual changes in the Consumer Price Index (CPI).

The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for

those payments was incurred.

RRL and RRG lease cars for their employees under cancelable operating lease agreements expiring at various dates in between 2021 and

A subset of the Company’s cars leases is considered variable.

A portion of the Company’s facilities leases is generally subject to annual changes in the Consumer Price Index (CPI).

The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

(ii) RRL and RRG lease cars for their employees under cancelable operating lease agreements expiring at various dates in between 2022 and 2023.

A subset of the Company’s cars leases is considered variable.

The variable lease payments for such cars leases are based on actual mileage incurred at the stated contractual rate.

RRL and RRG have an option to be released from these

agreements, which may result in penalties in a maximum amount of approximately $26 thousand as of December 31, 2020.

The Company’s future lease payments for its facilities and cars, which are presented as current maturities of operating leases and non-current operating leases liabilities on the

Company’s consolidated balance sheets as of December 31, 2020 are as follows (in thousands):

RRL and RRG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $ 20 thousand as of December 31, 2021.

The Company’s future lease payments for its facilities and cars, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company’s consolidated balance sheets as of December 31, 2021 are as follows (in thousands):

Total lease payments

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Total rent expenses for the years ended December 31, 2021, 2020 and 2019 were $ 730 thousand, $ 764 thousand, and $ 739 thousand, respectively.

The Company’s research and development efforts are financed, in part, through funding from the IIA and BIRD.

Since the Company’s inception through December 31, 2020, the Company

received funding from the IIA and BIRD in the total amount of $1.97 million and $500 thousand, respectively.

Out of the $1.97 million in funding from the IIA, a total amount of $1.57 million were royalty-bearing grants (as of December 31, 2020, the

Company paid royalties to the IIA in the total amount of $88 thousand), while a total amount of $400 thousand was received in consideration of 209 convertible preferred A shares, which converted after the Company’s initial public offering in September

2014 into ordinary shares in a conversion ratio of 1 to 1.

F - 26

The Company's research and development efforts are financed, in part, through funding from the IIA.

Since the Company's inception through December 31, 2021, the Company received funding from the IIA in the total amount of $1.97 million.

Out of the $ 1.97 million in funding from the IIA, a total amount of $ 1.57 million were royalty-bearing grants (as of December 31, 2021, the Company paid royalties to the IIA in the total amount of $ 99 thousand), while a total amount of $ 400 thousand was received in consideration of 209 convertible preferred A shares, which converted after the Company's initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1.

The Company is obligated to pay royalties to the IIA, amounting to 3 % of the sales of the products and other related revenues generated from such projects, up to 100 % of the grants received.

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The obligation to pay these royalties is contingent on actual sales of the applicable products and in the absence of such sales, no payment is required.

Additionally, the License Agreement requires the Company to pay Harvard royalties on net sales, See note 9 below for more information about the Collaboration Agreement and the

License Agreement.

Royalties expenses in cost of revenue were $46 thousand and $15 thousand for the years ended December 31, 2020, and 2019 respectively, no royalties’ expenses recorded for the year

ended December 31, 2018.

Additionally, the License Agreement requires the Company to pay Harvard royalties on net sales, see Note 9 below for more information about the Collaboration Agreement and the License Agreement.

Royalties expenses in cost of revenue were $ 14 thousand, $ 46 thousand and $ 15 thousand for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, the contingent liability to the IIA amounted to $ 1.5 million.

The Israeli Research and Development Law provides that know-how developed under an approved

research and development program may not be transferred to third parties without the approval of the IIA.

The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA.

Such approval is not required for the sale or export of any products resulting from such research or development.

The IIA, under special

circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases:

(a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself,

as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the

R&D activities of the grant recipient in Israel after the transfer);

The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases:

(a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer);

(b) the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how;

types of cooperation in research and development activities;

(c) such transfer of IIA-funded know-how arises in connection with certain types of cooperation in research and development activities;

or (d) If such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient.

As part of the Company’s other long-term assets and restricted cash, an amount of $704 thousand has been pledged as security in respect of a guarantee granted

to a third party.

As part of the Company’s Restricted cash and other long-term assets, as of December 31, 2021, an amount of $ 713 thousand has been pledged as security in respect of a guarantee granted to a third party.

Such deposit cannot be pledged to others or withdrawn without the consent of such third party.

F - 27

Legal Claims:

As previously disclosed, between September 2016 and January 2017, eight putative class actions on behalf of alleged shareholders that purchased or acquired the Company’s ordinary shares pursuant and/or traceable to its

registration statement on Form F-1 (File No.

333-197344) used in connection with the Company’s initial public offering (the “IPO”) were commenced in the following courts:

(i) the Superior Court of the State of California, County of San Mateo;

the Superior Court of the Commonwealth of Massachusetts, Suffolk County;

(iii) the United States District Court for the Northern District of California;

and (iv) the United States District Court for the District of Massachusetts.

involved claims under various sections of the Securities Act and the Exchange Act against the Company, certain of its current and former directors and officers, the underwriters of the Company’s IPO and certain other defendants.

The four actions

commenced in the Superior Court of the State of California, County of San Mateo were dismissed in January 2017 for lack of personal jurisdiction, and the action commenced in the United States District Court for the Northern District of California

was voluntarily dismissed in March 2017.

Additionally, the two actions commenced in the Superior Court of the Commonwealth of Massachusetts, Suffolk County (he “Superior Court”), were consolidated in December 2017, and voluntarily dismissed with

prejudice in November 2018, after the District Court for the District of Massachusetts partially dismissed the related claims in that court and the parties in the Superior Court entered a stipulation of dismissal with prejudice.

The action commenced in the United States District Court for the District of Massachusetts (the “District Court”), alleging violations of Sections 11 and 15 of the Securities

Act and Sections 10(b) and 20(a) of the Exchange Act, was partially dismissed in August 2018.

In particular, the District Court granted the motion to dismiss the claims under Sections 11 and 15 of the Securities Act, finding that the plaintiff failed

to plead a false or misleading statement in the IPO registration statement.

In May 2019, the court subsequently denied the plaintiff’s motion to amend to pursue Exchange Act claims and the complaint was dismissed.

Thereafter, the plaintiff timely

appealed to the United States Court of Appeals for the First Circuit, which subsequently affirmed the dismissal and the denial of the plaintiff’s motion to amend in August 2020.

The plaintiff did not file a petition for certiorari for appeal of the

case to the Supreme Court of the United States by the deadline on November 24, 2020.

Thus, as of December 31, 2020, all eight actions had been dismissed, with such judgments being final and non-appealable.

- SHAREHOLDERS’ EQUITY

Occasionally, the Company is involved in various claims such as product liability claims, lawsuits, regulatory examinations, investigations, and other legal matters arising, for the most part, in the ordinary course of business.

While the outcome of any pending or threatened litigation and other legal matters is inherently uncertain, the Company does not believe the outcome of any of the matters will have a material adverse effect on the Company’s consolidated results of operation, liquidity or financial condition.

F - 28

- SHAREHOLDERS’

Reverse share split:

On March 27, 2019, the Company’s shareholders approved (i) a reverse share split within a range of 1:8 to 1:32, to be effective at the ratio and on a date to be determined by

the Board of Directors, and (ii) amendments to the Company’s Articles of Association authorizing an increase in the Company’s authorized share capital (and corresponding authorized number of ordinary shares, proportionally adjusting such number for

the reverse share split) by up to NIS 17.5 million.

Following the shareholder approval, an authorized committee of the Board of Directors of the Company approved a one-for-twenty-five reverse share split of the Company’s ordinary shares, and the

Company filed the Third Amended and Restated Articles of Association of the Company with the Israeli Corporations Authority to effect the reverse share split and to increase the Company’s authorized share capital after the effect of the reverse share

On March 27, 2019, the Company’s shareholders approved (i) a reverse share split within a range of 1:8 to 1:32, to be effective at the ratio and on a date to be determined by the Board of Directors, and (ii) amendments to the Company’s Articles of Association authorizing an increase in the Company’s authorized share capital (and corresponding authorized number of ordinary shares, proportionally adjusting such number for the reverse share split) by up to NIS 17.5 million.

Following the shareholder approval, an authorized committee of the Board of Directors of the Company approved a one-for-twenty-five reverse share split of the Company’s ordinary shares, and the Company filed the Third Amended and Restated Articles of Association of the Company with the Israeli Corporations Authority to affect the reverse share split and to increase the Company’s authorized share capital after the effect of the reverse share split.

The reverse share split became effective on April 1, 2019.

Additionally, effective at the same time, the total number of ordinary shares the Company is authorized to issue changed from 250,000,000 shares to 60,000,000 shares, the par value per

share of the ordinary shares changed to NIS 0.25 and the authorized share capital of the Company changed from NIS 2,500,000 to NIS 15,000,000.

All share and per share data included in these consolidated financial statements, for periods before

December 31, 2019, give retroactive effect to the reverse stock split.

Additionally, effective at the same time, the total number of ordinary shares the Company is authorized to issue changed from 250,000,000 shares to 60,000,000 shares, the par value per share of the ordinary shares changed to NIS 0.25 and the authorized share capital of the Company changed from NIS 2,500,000 to NIS 15,000,000.

All share and per share data included in these consolidated financial statements, for periods before December 31, 2019, give retroactive effect to the reverse stock split.

Upon the effectiveness of the reverse share split, every twenty-five shares were automatically combined and converted into one ordinary share.

Appropriate adjustments were also made

to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants.

Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants.

No fractional shares were issued in connection with the reverse share split.

Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were

rounded down to the nearest whole number.

Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were rounded down to the nearest whole number.

F - 29

Equity raise:

At-the-market offering program:

On May 10, 2016, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Jaffray & Co.

(“Piper Jaffray”), as amended on May 9,

2019, pursuant to which it may offer and sell, from time to time, ordinary shares having an aggregate offering price of up to $25 million, through Piper Jaffray acting as its agent.

Subject to the terms and conditions of the Equity Distribution

Agreement, Piper Jaffray will use its commercially reasonable efforts to sell on the Company’s behalf all of the ordinary shares requested to be sold by the Company, consistent with its normal trading and sales practices.

Piper Jaffray may also act as

principal in the sale of ordinary shares under the Equity Distribution Agreement.

Sales may be made under the Company’s shelf registration statement on Form S-3, which was declared effective by the SEC on May 9, 2016, or the Company’s shelf

registration statement on Form S-3, which was declared effective by the SEC on May 23, 2019 (the “Form S-3”), in what may be deemed “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the

“ATM Offering Program”).

Sales may be made directly on or through the NASDAQ Capital Market, the existing trading market for the Company’s ordinary shares, to or through a market maker other than on an exchange or otherwise, in negotiated transactions

at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions.

Piper Jaffray is entitled to compensation at a fixed

commission rate of 3.0% of the gross sales price per share sold through it as agent under the Equity Distribution Agreement.

Where Piper Jaffray acts as principal in the sale of ordinary shares under the Equity Distribution Agreement, such rate of

compensation will not apply, but in no event will the total compensation of Piper Jaffray, when combined with the reimbursement of Piper Jaffray for the out-of-pocket fees and disbursements of its legal counsel, exceed 8.0% of the gross proceeds

received from the sale of the ordinary shares.

The Company is not required to sell any of its ordinary shares at any time.

From the inception of the ATM Offering Program in May 2016 until December 31, 2020, the Company had sold 302,092 ordinary shares under the ATM Offering Program for gross

proceeds of $15.7 million and net proceeds to the Company of $14.5 million (after commissions, fees, and expenses).

Additionally, as of that date, the Company had paid Piper Jaffray compensation for the fixed commission rate of 3.0% in the aggregated

amount of $471 thousand and had incurred total expenses (including such commissions) of approximately $1.2 million in connection with the ATM Offering Program.

Follow-on offerings

In November 2018, the Company entered into an underwriting agreement with H.C.

Wainwright & Co., LLC (“H.C.

Wainwright”), in connection with the Company’s follow-on public

offering of 496,055 units, each consisting of one ordinary share and one common warrant to purchase one ordinary share with an exercise price of $7.5 per warrant.

Each unit was sold to the public at a price of $7.50 per unit.

On November 18, 2018, H.C.

Wainwright exercised in full its option to purchase 231,964 ordinary shares for $7.25 per share and/or common warrants to purchase up to an additional 231,964 ordinary shares for $0.25 per warrant.

Additionally, the Company issued and sold 1,050,372 pre-funded units at a price to the public of $7.25 per unit.

Each unit containing one pre-funded warrant with an exercise

price of $0.25 per share and one warrant to purchase one ordinary share with an exercise price of $7.50 per warrant.

The total gross proceeds received from the November 2018 follow-on public offering, before deducting commissions, discounts, and

expenses, were $13.1 million (including proceeds from the exercise of 90,691 pre-funded warrants at the closing of the offering).

As of December 31, 2018, additional pre-funded warrants to purchase an aggregate 562,466 ordinary shares had been

exercised, for additional proceeds of $140,617.

During the year ended December 31, 2019 additional 288,000 pre-funded warrants and 296,087 warrants to purchase an aggregate 584,087 ordinary shares had been exercised, for additional proceeds of $1.5

As compensation for their role in the offering, the Company also issued to the Underwriters warrants to purchase up to 106,680 ordinary shares, which became immediately exercisable starting on November 20, 2018 until November 15, 2023 at

$9.375 per share.

In February 2019, the Company entered into an exclusive placement agent agreement with H.C.

Wainwright, on a reasonable best-efforts basis in connection with a public offering of

760,000 ordinary shares at a price of $5.75 per share.

Wainwright, on a reasonable best-efforts basis in connection with a public offering of 760,000 ordinary shares at a price of $ 5.75 per share.

The total gross proceeds received from the February 2019 follow-on public offering, before deducting commissions, discounts, and expenses, were $ 4.37 million.

The Company also

issued to H.C Wainwright and/or its designees warrants to purchase up to 45,600 ordinary shares, which are immediately exercisable starting on February 25, 2019 until February 21, 2024 at $7.1875 per share.

In April 2019, the Company entered into securities purchase agreements with certain institutional purchasers whereby the Company issued 816,914 ordinary shares at $5.2025 per

ordinary share and warrants to purchase up to 408,457 ordinary shares with an exercise price of $5.14 per share, exercisable from April 5, 2019 until October 7, 2024, in a private placement that took place concurrently with the Company’s registered

direct offering of ordinary shares in April 2019.

Additionally, the Company issued warrants to purchase up to 49,015 ordinary shares, with an exercise price of $6.503125 per share, exercisable from April 5, 2019 until April 3, 2024, to representatives

Wainwright as compensation for its role as the placement agent in the Company’s April 2019 registered direct offering and concurrent private placement of warrants.

On June 5, 2019 and June 6, 2019, the Company entered into warrant exercise agreements with certain institutional investors whereby the Company issued warrants to purchase up to

1,464,665 ordinary shares with an exercise price of $7.50 per share, exercisable from June 5, 2019 or June 6, 2019 until June 5, 2024 or June 6, 2024, respectively.

Additionally, the Company issued warrants to purchase up to 87,880 ordinary shares,

with an exercise price of $9.375 per share, exercisable from June 5, 2019 until June 5, 2024, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s June 2019 warrant exercise agreement and

concurrent private placement of warrants.

On June 12, 2019, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of 833,334 ordinary shares, par value NIS 0.25 per

share at $6.00 per ordinary share and warrants to purchase up to 416,667 ordinary shares with an exercise price of $6.00 per share, exercisable from June 12, 2019 until December 12, 2024, in a private placement that took place concurrently with the

Company’s registered direct offering of ordinary shares in June 2019.

Additionally, the Company issued warrants to purchase up to 50,000 ordinary shares, with an exercise price of $7.50 per share, exercisable from June 12, 2019 until June 10, 2024, to

certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.

On February 10, 2020, the Company closed a “best efforts” public offering whereby the Company issued an aggregate of 5,600,000 of common units and pre-funded units at a public offering price of $1.25

per common unit and $1.249 per pre-funded unit.

The Company also issued to H.C Wainwright and/or its designees warrants to purchase up to 45,600 ordinary shares, which are immediately exercisable starting on February 25, 2019, until February 21, 2024 at $7.1875 per share.

In April 2019, the Company entered into securities purchase agreements with certain institutional purchasers whereby the Company issued 816,914 ordinary shares at $ 5.2025 per ordinary share and warrants to purchase up to 408,457 ordinary shares with an exercise price of $ 5.14 per share, exercisable from April 5, 2019 until October 7, 2024 , in a private placement that took place concurrently with the Company’s registered direct offering of ordinary shares in April 2019.

Additionally, the Company issued warrants to purchase up to 49,015 ordinary shares, with an exercise price of $ 6.503125 per share, exercisable from April 5, 2019 until April 3, 2024 , to representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s April 2019 registered direct offering and concurrent private placement of warrants.

On June 5, 2019, and June 6, 2019, the Company entered into warrant exercise agreements with certain institutional investors whereby the Company issued warrants to purchase up to 1,464,665 ordinary shares with an exercise price of $ 7.50 per share, exercisable from June 5, 2019 or June 6, 2019 until June 5, 2024 or June 6, 2024 , respectively.

Additionally, the Company issued warrants to purchase up to 87,880 ordinary shares, with an exercise price of $ 9.375 per share, exercisable from June 5, 2019, until June 5, 2024 , to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants.

On June 12, 2019, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of 833,334 ordinary shares, par value NIS 0.25 per share at $ 6.00 per ordinary share and warrants to purchase up to 416,667 ordinary shares with an exercise price of $ 6.00 per share, exercisable from June 12, 2019 until December 12, 2024 , in a private placement that took place concurrently with the Company’s registered direct offering of ordinary shares in June 2019.

Additionally, the Company issued warrants to purchase up to 50,000 ordinary shares, with an exercise price of $ 7.50 per share, exercisable from June 12, 2019, until June 10, 2024 , to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.

On February 10, 2020, the Company closed a “best efforts”

public offering whereby the Company issued an aggregate of 5,600,000 of common units and pre-funded units at a public offering price of $ 1.25 per common unit and $ 1.249 per pre-funded unit.

As part of the public offering, the Company entered into a securities purchase agreement with certain institutional purchasers.

Each common unit consisted of one ordinary share, par value NIS 0.25 per

share, and one common warrant to purchase one ordinary share.

Each common unit consisted of one ordinary share, par value NIS 0.25 per share, and one common warrant to purchase one ordinary share.

Each of the 1,546,828 pre-funded unit consisted of one pre-funded warrant to purchase one ordinary share and one common warrant.

Additionally, the Company issued warrants to purchase up to

336,000 ordinary shares, with an exercise price of $1.5625 per share, to representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s February 2020 offering.

During the three months ended March 31, 2020,

all pre-funded warrants to purchase ordinary shares were exercised.

Additionally, the Company issued warrants to purchase up to 336,000 ordinary shares, with an exercise price of $ 1.5625 per share, to representatives of H.C.

Wainwright as compensation for its role as the placement agent in the Company’s February 2020 offering.

During the three months ended March 31, 2020, all pre-funded warrants to purchase ordinary shares were exercised.

As of December 31, 2021, a total of 5,571,600 common warrants to purchase ordinary shares were exercised, additionally 230,160 common warrants to purchase ordinary shares were exercised to representatives of H.C.

F - 30

On July 6, 2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 4,938,278 ordinary shares, par value NIS 0.25 per share, at a price of $ 1.8225 per ordinary share and (ii) warrants to purchase up to 2,469,139 ordinary shares with an exercise price of $ 1.76 per share, exercisable from July 6, 2020, until January 6, 2026.

Additionally, the Company issued warrants to purchase up to 296,297 ordinary shares, with an exercise price of $ 2.2781 per share, exercisable from July 6, 2020, until July 2, 2025, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in its July 2020 registered direct offering.

As of December 31, 2021, a total of 2,020,441 common warrants to purchase ordinary shares were exercised.

On July 6,2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 4,938,278 ordinary shares, par value NIS 0.25 per

share, at a price of $1.8225 per ordinary share and (ii) warrants to purchase up to 2,469,139 ordinary shares with an exercise price of $1.76 per share, exercisable from July 6, 2020 until January 6, 2026.

Additionally, the Company issued warrants to

purchase up to 296,297 ordinary shares, with an exercise price of $2.2781 per share, exercisable from July 6, 2020 until July 2, 2025, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in its July 2020

registered direct offering.

On December 3,2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 5,579,776 ordinary shares, par value NIS 0.25

per share, at a price of $1.4337 per ordinary share and (ii) warrants to purchase up to 4,184,832 ordinary shares with an exercise price of $1.34 per share, exercisable from December 8, 2020 until June 8, 2026.

Additionally, the Company issued warrants

to purchase up to 334,787 ordinary shares, with an exercise price of $1.7922 per share, exercisable from December 8, 2020 until June 8, 2026, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in its

December 2020 registered direct offering.

Investment agreement

On March 6, 2018, the Company entered into an investment agreement with Timwell Corporation Limited, a Hong Kong corporation (“Timwell”), as amended on May 15, 2018 (the “Investment

Agreement”), pursuant to which the Company agreed to issue to Timwell, in three different tranches, an aggregate of 640,000 ordinary shares in return for aggregate gross proceeds of $20 million.

The closing of each tranche is subject to certain closing

The closing of the first tranche (the “First Tranche Closing”) took place on May 15, 2018, upon which Timwell received 160,000 ordinary shares for an aggregate purchase price of $5,000,000, and Timwell and the Company signed a registration

rights agreement in the form attached to the Investment Agreement.

The net aggregate proceeds of the First Tranche Closing after deducting fees and other related expenses in the amount of approximately $705 thousands were approximately $4.3 million.

The remaining investment is to occur in two tranches, including $10 million for the issuance to Timwell of 320,000 ordinary shares (the “Second Tranche”) and $5 million for the issuance to Timwell of 160,000 ordinary shares (the “Third Tranch”).

closing of the second and third tranches is subject to specified closing conditions, including, with respect to the second tranche, the signing of a license agreement and a supply agreement and the formation of the China JV (the “China JV”) based on

the JV Framework Agreement, and, with respect to the third tranche, the successful production of certain ReWalk products by the China JV.

The second tranche closing was initially expected to occur by July 1, 2018 and the third tranche closing was

initially expected to occur by December 31, 2018 and no later than April 1, 2019.

In late March 2020, Timwell notified the Company that it would not invest the second and third tranches under the Investment Agreement.

In response, in early April 2020, the

Company’s Board of Directors also removed Timwell’s designee, who was appointed pursuant to the Investment Agreement, from the Board of Directors, due to this breach pursuant to the terms of the Investment Agreement.

As the Company continues to view

China as a market with key opportunities for products designed for stroke patients, the Company continues to evaluate potential relationships with other groups to penetrate the Chinese market.

In May 2018, the Company entered into a fee and release agreement with Canaccord Genuity LLC (“Canaccord Genuity”) requiring the Company to pay to Canaccord Genuity, in connection

with a settlement, in addition to certain cash amounts, (i) $125 thousand in ordinary shares of the Company after the First Tranche Closing of the Timwell transaction and (ii) $225 thousand in ordinary shares of the Company after the closing of the

Second Tranche of the Timwell transaction (or such lower amount if the Second Tranche Closing is less than $10.0 million).

The price per share used for calculation of the number of ordinary shares issued by the Company to Canaccord Genuity is based on

the volume weighted average price of the Company’s ordinary shares as reported on the Nasdaq Capital Market for the five consecutive trading days prior to the date of issuance.

The Company is also obligated to pay $100 thousand in cash following the

closing of the Third Tranche of $5.0 million (or such lower amount if the Third Tranche Closing is less than $5.0 million).

Following the First Tranche Closing on May 15, 2018, the Company issued 4,715 ordinary shares to Canaccord Genuity.

On December 3, 2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 5,579,776 ordinary shares, par value NIS 0.25 per share, at a price of $ 1.4337 per ordinary share and (ii) warrants to purchase up to 4,184,832 ordinary shares with an exercise price of $ 1.34 per share, exercisable from December 8, 2020, until June 8, 2026.

Additionally, the Company issued warrants to purchase up to 334,787 ordinary shares, with an exercise price of $ 1.7922 per share, exercisable from December 8, 2020, until June 8, 2026, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in its December 2020 registered direct offering.

As of December 31, 2021, a total of 3,598,072 common warrants to purchase ordinary shares were exercised, additionally 225,981 common warrants to purchase ordinary shares were exercised to representatives of H.C.

On February 19, 2021, the Company entered into a purchase agreement with certain institutional and other accredited investors for the issuance and sale of 10,921,502 ordinary shares, par value NIS 0.25 per share at $ 3.6625 per ordinary share and warrants to purchase up to an aggregate of 5,460,751 ordinary shares with an exercise price of $ 3.6 per share, exercisable from February 19, 2021, until August 26, 2026.

Additionally, the Company issued warrants to purchase up to 655,290 ordinary shares, with an exercise price of $ 4.578125 per share, exercisable from February 19, 2021, until August 26, 2026, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in our February 2021 private placement offering.

On September 27, 2021, the Company signed a purchase agreement with certain institutional investors for the issuance and sale of 15,403,014 ordinary shares, par value NIS 0.25 per share, pre-funded warrants to purchase up to an aggregate of 610,504 ordinary shares and ordinary warrants to purchase up to an aggregate of 8,006,759 ordinary shares at an exercise price of $ 2.00 per share.

The Pre-Funded Warrants have an exercise price of $0.001 per Ordinary Share and are immediately exercisable and can be exercised at any time after their original issuance until such pre-funded warrants are exercised in full.

Each ordinary shares was sold at an offering price of $2.035 and each pre-funded warrant was sold at an offering price of $2.034 (equal to the purchase price per ordinary share minus the exercise price of the pre-funded warrant).

The offering of the ordinary shares, the pre-funded warrants and the ordinary shares that are issuable from time to time upon exercise of the pre-funded warrants was made pursuant to the Company's shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (“SEC”) on May 9, 2019, and declared effective by the SEC on May 23, 2019, and the ordinary warrants were issued in a concurrent private placement.

The ordinary warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five and one-half years from the date of issuance.

All of the pre-funded warrants were exercised in full on September 27, 2021, and the offering closed on September 29, 2021.

Additionally, the Company issued warrants to purchase up to 960,811 ordinary shares, with an exercise price of $ 2.5438 per share, exercisable from September 27, 2021, until September 27, 2026, to certain representatives of H.C.

Wainwright as compensation for its role as the placement agent in our September 2021 registered direct offering.

During the twelve months ended December 31, 2021, we received a total of 9,814,754 outstanding warrants exercises with exercise prices ranging from $ 1.25 to $ 1.79 were exercised, for total gross proceeds of approximately $ 13.8 million.

F - 31

Share option plans:

On March 30, 2012, the Company’s board of directors adopted the ReWalk Robotics Ltd.

2012 Equity Incentive Plan.

On August 19, 2014, the Company’s board of directors adopted the ReWalk Robotics Ltd.

2014 Incentive Compensation Plan or the “Plan”.

The Plan provides for the grant of stock

options, stock appreciation rights, restricted stock awards, restricted stock units, cash-based awards, other stock-based awards and dividend equivalents to the Company’s and its affiliates’ respective employees, non-employee directors and consultants.

Starting in 2014, the Company grants to directors and employees also Restricted Stock Units (“RSUs’’) under this Plan.

An RSU award is an agreement to issue shares of the company’s

ordinary shares at the time the award is vested.

As of December 31, 2020, and 2019, the Company had reserved 604,320 and 12,409 shares of ordinary shares, respectively, available for issuance to employees, directors, officers, and

non-employees of the Company.

On August 19, 2014, the Company’s board of directors adopted the ReWalk Robotics Ltd.

2014 Incentive Compensation Plan or the “Plan”.

The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-based awards, other stock-based awards and dividend equivalents to the Company’s and its affiliates’

respective employees, non-employee directors and consultants.

Starting in 2014, the Company grants to directors and employees also Restricted Stock Units (“RSUs’’) under this Plan.

An RSU award is an agreement to issue shares of the company’s ordinary shares at the time the award is vested.

As of December 31, 2021 and 2020, the Company had reserved 233,957 and 604,320 shares of ordinary shares, respectively, available for issuance to employees, directors, officers, and non-employees of the Company.

F - 32

The options generally vest over four years, with certain options granted to non-employee directors during the fiscal year ended December 31, 2019, vesting over one year.

Any option that is forfeited or canceled before expiration becomes available for future grants under the Plan.

Any option or RSUs that are forfeited or canceled before expiration becomes available for future grants under the Plan.

A summary of employee and non-employee shares options activity during the fiscal year ended 2021 is as follows:

3 unchanged sentences

A summary of employee and non-employee RSUs activity during the fiscal year ended 2021 is as follows:

shares underlying

Unvested RSUs at the beginning of the year

Unvested RSUs at the end of the year

The weighted average grant date fair values of options granted during the fiscal year ended December 31, 2019, 2018 were $2.98, $15.25, respectively.

The weighted average grant date

fair values of RSUs granted during the fiscal year ended December 31, 2020, 2019 and 2018, were $1.44, $4.67and $26.75, respectively.

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders, which hold options

with positive intrinsic value, exercised their options on the last date of the exercise period.

During the years ended December 31, 2020 and December 31, 2019, no options were exercised.

Total fair value of shares vested during the year ended

December 31, 2020, 2019 and 2018 were $676 thousand, $1,175 thousand, and $2,918 thousand, respectively.

As of December 31, 2020, there were $2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements

granted under the 2014 Plan.

The weighted average grant date fair values of options granted during the fiscal year ended December 31, 2019, were $ 2.98 , there were no options granted during the fiscal year ended December 31, 2021, and 2020.

The weighted average grant date fair values of RSUs granted during the fiscal year ended December 31, 2021, 2020 and 2019, were $ 1.69 , $ 1.44 and $ 4.67 , respectively.

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders, which hold options with positive intrinsic value, exercised their options on the last date of the exercise period.

During the years ended December 31, 2021, 2020 and 2019, no options were exercised.

Total fair value of shares vested during the year ended December 31, 2021, 2020 and 2019 were $ 802 thousand, $ 676 thousand, and $ 1.18 million, respectively.

As of December 31, 2021, there were $ 1.8 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2014 Plan.

This cost is expected to be recognized over a period of approximately 2.8 years.

F - 33

The number of options and RSUs outstanding as of December 31, 2021 is set forth below, with options separated by range of exercise price:

Range of exercise price

Options and RSUs

Outstanding as of

life (years) (1)

Options Exercisable as of December 31,

Exercisable as

of December 31, 2021

life (years) (1)

5 unchanged sentences

The Company granted 6,680 fully vested RSUs during the fiscal year ended December 31, 2019, to non-employee consultants.

As of December 31, 2020, there are no outstanding options or

RSUs held by non-employee consultants.

As of December 31, 2021, there are no outstanding options or RSUs held by non-employee consultants.

Share-based compensation expense for employees and non-employees:

5 unchanged sentences

General and administrative

F - 34

Warrants to purchase ordinary shares:

1 unchanged sentence

Issuance date

Exercise price per warrant

Warrants outstanding and exercisable

Exercise price

December 31, 2015 (1)

See footnote (1)

November 1, 2016 (2)

November 1, 2021

December 28, 2016 (2)

21 unchanged sentences

July 6, 2020 (14)

January 2, 2026

July 6, 2020 (15)

January 2, 2026

December 8, 2020 (16)

December 8, 2020 (17)

Represents warrants for ordinary shares issuable upon an exercise price of $7.5 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited, or Kreos, in

connection with a loan made by Kreos to us and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or

into, or the sale or license of all or substantially all the assets or shares of us to, any other entity or person, other than a wholly-owned subsidiary of us, excluding any transaction in which the Company’s shareholders prior to the

transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction.

February 26, 2021 (18)

August 26, 2026

February 26, 2021 (19)

August 26, 2026

September 29, 2021 (20)

March 29, 2027

September 29, 2021 (21)

September 27, 2026

Represents warrants for ordinary shares issuable upon an exercise price of $7.500 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction.

None of these warrants had been exercised as of December 31, 2021.

Represents warrants issued as part of the Company’s follow-on offering in November 2016.

At any time, the board of directors may reduce the exercise price of the warrants to any amount and for

any period of time it deems appropriate.

Represents common warrants that were issued as part of the $ 8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016.

See footnote 1 for exercisability terms.

Represents common warrants that were issued as part of the Company’s follow-on offering in November 2018.

As of September 30, 2019, warrants to purchase an aggregate 1,651,537 ordinary shares

had been exercised.

Represents common warrants that were issued to the underwriters as compensation for their role in the Company’s follow-on offering in November 2018.

Represents warrants that were issued to the exclusive placement agent as compensation for its role in the Company’s follow-on offering in February 2019.

Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering.

Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018.

Represents common warrants that were issued to the underwriters as compensation for their role in the Company’s follow-on public offering in November 2018.

Represents warrants that were issued to the exclusive placement agent as compensation for its role in the Company’s follow-on public offering in February 2019.

F - 35

Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering.

Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants.

Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.

Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.

Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020.

During the year ended December 31, 2021, 3,740,100 warrants were exercised for total consideration of $ 4,675,125 .

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering.

During the year ended December 31, 2021, 230,160 warrants were exercised for total consideration of $ 359,625 .

Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering.

During the year ended December 31, 2021, 2,020,441 warrants were exercised for total consideration of $ 3,555,976 .

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering.

Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement.

During the year ended December 31, 2021, 3,598,072 warrants were exercised for total consideration of $ 4,821,416 .

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement.

During the year ended December 31, 2021, 225,981 warrants were exercised for total consideration of $ 405,003 .

Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement.

Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering.

F - 36

NOTE 9:- RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT

On May 16, 2016, the Company entered into a Research Collaboration Agreement (“Collaboration Agreement”) and an Exclusive License Agreement (“License Agreement”) with Harvard.

Research Collaboration Agreement was amended on May 1, 2017 and April 1, 2018 (as amended, the “Collaboration Agreement”), and the Exclusive License Agreement was amended on April 1, 2018 (as amended, the “License Agreement”), 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 to make certain technical changes.

On April 30, 2020, the Company and Harvard amended the Collaboration

Agreement, which included certain adjustments to the quarterly installments and extended the term an additional three quarters until February 2023.

Under the Collaboration Agreement, Harvard and the Company have 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.

On May 16, 2016, the Company entered into a Research Collaboration Agreement (“Collaboration Agreement”) and an Exclusive License Agreement (“License Agreement”) with Harvard.

The Research Collaboration Agreement was amended on May 1, 2017, and April 1, 2018 (as amended, the “Collaboration Agreement”), and the Exclusive License Agreement was amended on April 1, 2018 (as amended, the “License Agreement”), 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 to make certain technical changes.

On April 30, 2020, the Company and Harvard amended the Collaboration Agreement, which included certain adjustments to the quarterly installments and extended the term an additional three quarters until February 2023.

On October 14, 2021, the Company and Harvard further amended the Collaboration Agreement, to make certain adjustments to the quarterly installments and technical changes and establish that the term of the Collaboration Agreement will conclude on March 31, 2022.

The Company and Harvard might consider new arrangement to support our research efforts in the future.

Under the Collaboration Agreement, Harvard and the Company have 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.

The Company has committed to pay in quarterly installments for the funding of this research.

subject to a minimum funding commitment under applicable circumstances.

The Collaboration Agreement will expire on February 16, 2023.

Under the License Agreement, Harvard has granted the Company 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 the joint research collaboration.

The License Agreement requires the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection with the licensed patents, royalties on net

sales and several milestone payments contingent upon the achievement of certain product development and commercialization milestones.

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.

The License Agreement required the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection with the licensed patents, royalties on net sales and several milestone payments contingent upon the achievement of certain product development and commercialization milestones.

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.

As of December 31, 2021, the Company achieved three of the milestones which represent all development milestones under the License Agreement.

The Company continues to evaluate the likelihood that the other milestones will

be achieved on a quarterly basis.

The Company’s total payment obligation under the Collaboration Agreement and the Harvard License Agreement is $7.2 million, some of which is subject to a minimum funding commitment

under applicable circumstances as indicated above.

The Company has recorded expenses in the amount of $0.8 million, $1.6 million, and $0.9 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are part of the total payment

obligation indicated above, as research and development expenses related to the Harvard License Agreement and to the Collaboration Agreement.

No withholding tax was deducted from the Company’s payments to Harvard in respect of the Collaboration

Agreement and License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721.

The Company continues to evaluate the likelihood that the other milestones will be achieved on a quarterly basis.

The Company has recorded expenses in the amount of $ 293 thousand, $ 762 thousand, and $ 1.6 million for the years ended December 31, 2021, 2020, and 2019, respectively, as research and development expenses related to the Harvard License Agreement and to the Collaboration Agreement.

No withholding tax was deducted from the Company’s payments to Harvard in respect of the Collaboration Agreement and License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721.

F - 37

- PAYCHECK PROTECTION PROGRAM LOAN

On April 21, 2020, RRI received an unsecured loan in the principal amount of $392 under the Paycheck Protection Program (the “PPP”)

administered by the U.S.

Small Business Administration, or the SBA, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), or the PPP loan.

The terms of the PPP Loan were subsequently revised in accordance with the

provisions of the Paycheck Protection Flexibility Act of 2020, or the PPP Flexibility Act, which was enacted on June 5, 2020.

The PPP loan provides for an interest rate of 1.00% per year and matures two years after the date of initial disbursement,

with initial principal and interest payments coming due late in fiscal 2021.

The PPP loan may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest

payments and interest payments on any other debt obligation that were incurred before February 15, 2020.

Under the terms of the CARES Act and the PPP Flexibility Act, the Company may apply for and be granted forgiveness for all or a portion of loan

granted under the PPP loan, with such forgiveness to be determined, subject to limitations (including where employees of the Company have been terminated and not re-hired by a certain date), based on the use of the loan proceeds for payment of payroll

costs and any payments of mortgage interest, rent, and utilities.

On April 21, 2020, RRI received an unsecured loan in the principal amount of $ 392 thousand under the Paycheck Protection Program (the “PPP”) administered by the U.S.

Small Business Administration, or the SBA, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), or the PPP loan.

The terms of the PPP Loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020, or the PPP Flexibility Act, which was enacted on June 5, 2020.

The PPP loan provides for an interest rate of 1.00 % per year and matures two years after the date of initial disbursement, with initial principal and interest payments coming due late in fiscal 2021.

The PPP loan may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020.

Under the terms of the CARES Act and the PPP Flexibility Act, the Company may apply for and be granted forgiveness for all or a portion of loan granted under the PPP loan, with such forgiveness to be determined, subject to limitations (including where employees of the Company have been terminated and not re-hired by a certain date), based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities.

The terms of any forgiveness may also be subject to further requirements in regulations and guidelines adopted by the SBA.

On September 29, 2020, the Company applied for loan forgiveness and on November 6, 2020 the Company received confirmation of its PPP Note

On September 29, 2020, the Company applied for loan forgiveness and on November 6, 2020, the Company received confirmation of its PPP Note forgiveness.

Forgiveness is booked as other income within the marketing and sales expenses because it was granted and used for payroll, rent, and utility costs related to sales efforts.

- INCOME TAXES

The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity.

Corporate tax rates in Israel:

3 unchanged sentences

Year Ended December 31,

F - 38

Taxes on income are comprised as follows (in thousands):

2 unchanged sentences

Deferred income taxes (in thousands):

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts

used for income tax purposes.

The Company’s deferred tax assets as of December 31, 2020 and 2019 are derived from temporary differences.

In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of the deferred tax assets will not be

Based on the Company’s history of losses, the Company established a full valuation allowance for RRL.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The Company’s deferred tax assets as of December 31, 2021 and 2020 are derived from temporary differences.

In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized.

Based on the Company’s history of losses, the Company established a full valuation allowance for RRL.

Undistributed earnings of certain subsidiaries as of December 31, 2021 were immaterial.

The Company intends to reinvest these earnings indefinitely in the foreign subsidiaries.

result, the Company has not provided for any deferred income taxes.

As a result, the Company has not provided for any deferred income taxes.

Deferred tax assets:

9 unchanged sentences

Net deferred tax assets

F - 39

The net changes in the total valuation allowance for each of the years ended December 31, 2021, 2020 and 2019, are comprised as follows (in thousands):

1 unchanged sentence

Balance at beginning of year

Changes due to amendments to tax laws and exchange rate differences

Changes due to exchange rate differences

Adjustment previous year loss

2 unchanged sentences

Reconciliation of the theoretical tax expenses:

A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense

(benefit) as reported in the consolidated statements of operations is as follows (in thousands):

A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense (benefit) as reported in the consolidated statements of operations is as follows (in thousands):

Year Ended December 31,

3 unchanged sentences

Income tax at rate other than the Israeli statutory tax rate

Non-deductible expenses including equity-based compensation expenses and other

Operating losses and other temporary differences for which valuation allowance was provided

4 unchanged sentences

Taxable income of RRG was subject to tax at the rate of 30 % in 2021, 2020, and 2019.

Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”):

Conditions for entitlement to the benefits:

Under the Investment Law, in 2012 the Company elected “Beneficiary Enterprise” status which provides certain benefits, including tax exemptions and reduced tax rates.

eligible for Beneficiary Enterprise benefits is taxed at a regular rate.

Income derived from Beneficiary Enterprise from productive activity will be exempt from tax for ten years from the year in which the Company first has taxable income, providing that

12 years have not passed from the beginning of the year of election.

Under the Investment Law, in 2012 the Company elected “Beneficiary Enterprise”

status which provides certain benefits, including tax exemptions and reduced tax rates.

Income not eligible for Beneficiary Enterprise benefits is taxed at a regular rate.

F - 40

Income derived from Beneficiary Enterprise from productive activity will be exempt from tax for ten years from the year in which the Company first has taxable income, providing that 12 years have not passed from the beginning of the year of election.

In the event of a dividend distribution from income that is exempt from company tax, as aforementioned, the Company will be required to pay tax of 10 %- 25 % on that income.

In the event of distribution of dividends from the said tax-exempt income, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to the

Beneficiary Enterprise’s income.

Tax-exempt income generated under the Company’s “Beneficiary Enterprise” program will be subject to taxes upon dividend distribution or complete liquidation.

The entitlement to the above benefits is conditional upon the Company’s fulfilling the conditions stipulated by the Law and regulations published thereunder.

In the event of distribution of dividends from the said tax-exempt income, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to the Beneficiary Enterprise’s income.

Tax-exempt income generated under the Company’s “Beneficiary Enterprise”

program will be subject to taxes upon dividend distribution or complete liquidation.

The entitlement to the above benefits is conditional upon the Company’s fulfilling the conditions stipulated by the Law and regulations published thereunder.

On December 29, 2010, the Knesset approved an additional amendment to the Law for the Encouragement of Capital Investments, 1959.

According to the amendment, a reduced uniform

corporate tax rate for exporting industrial enterprises (over 25%) was established.

The reduced tax rate will not be program dependent and will apply to the industrial enterprise’s entire income.

The tax rates for industrial enterprises have been

According to the amendment, a reduced uniform corporate tax rate for exporting industrial enterprises (over 25%) was established.

The reduced tax rate will not be program dependent and will apply to the industrial enterprise’s entire income.

The tax rates for industrial enterprises have been reduced.

In August 2013, the Israeli Knesset approved an amendment to the Investment Law, pursuant to which the rates for development area A will be 9% and for the rest of the country- 16% in 2014 and thereafter.

The Amendment also prescribes that any

dividends distributed to individuals or foreign residents from a preferred enterprise’s earnings as above will be subject to taxes at a rate of 20% (subject to tax treaty benefits)

In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the

Law for the Encouragement of Capital Investments (“the Amendment”) was published.

According to the Amendment, a preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9% effective from January 1, 2017 (and

thereafter the tax rate applicable to preferred enterprises located in other areas remains at 16%).

The Company has examined the effect of the adoption of the Amendment on its financial statements, and as of the date of the publication of the financial statements, the Company

estimates that it will not apply the Amendment.

The Company’s estimate may change in the future.

The Amendment also prescribes that any dividends distributed to individuals or foreign residents from a preferred enterprise’s earnings as above will be subject to taxes at a rate of 20% (subject to tax treaty benefits)

In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the Law for the Encouragement of Capital Investments (“the Amendment”) was published.

According to the Amendment, a preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9% effective from January 1, 2017 (and thereafter the tax rate applicable to preferred enterprises located in other areas remains at 16%) .

The Company has examined the effect of the adoption of the Amendment on its financial statements, and as of the date of the publication of the financial statements, the Company estimates that it will not apply the Amendment.

The Company’s estimate may change in the future.

Tax assessments:

2 unchanged sentences

Net operating carry-forward losses for tax purposes:

As of December 31, 2020, RRL has carry-forward losses amounting to approximately $182.4 million, which can be carried forward for an indefinite period, and RRI has

carry-forward losses amounting to approximately $291 thousands, which can be carried forward for a period of 20 years.

- FINANCIAL EXPENSES, NET

The components of financial expenses, net were as follows (in thousands):

As of December 31, 2021, RRL has carry-forward losses amounting to approximately $ 205.8 million, which can be carried forward for an indefinite period, and RRI has carry-forward losses amounting to approximately $ 74 thousands, which can be carried forward for a period of 20 years.

F - 41

- FINANCIAL EXPENSES (INCOME), NET

The components of financial expenses (income), net were as follows (in thousands):

Year Ended December 31,

4 unchanged sentences

Summary information about geographic areas:

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which separate financial information is

available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company manages its business on the basis of one reportable segment and derives revenues from

selling systems and services (see Note 1 for a brief description of the Company’s business).

ASC 280, “Segment Reporting”

establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company manages its business on the basis of one reportable segment and derives revenues from selling systems and services (see Note 1 for a brief description of the Company’s business).

The following is a summary of revenues within geographic areas (in thousands):

Year Ended December 31,

Revenues based on customer’s location:

United States

3 unchanged sentences

United States

Long-lived assets are comprised of property and equipment, net.

Major customer data as a percentage of total revenues:

Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets.

F - 42

Major customers data as a percentage of total revenues:

Year Ended December 31,

- SUBSEQUENT EVENTS

Following December 31, 2020, a total of 9,372,954 outstanding warrants with exercise prices ranging from $1.25 to $1.79 were exercised, for total gross proceeds to us of approximately $13.2 million.

Less than 10%

F - 43

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 9A. Controls and Procedures