Item 5. Market for Registrant’s Common Equity
ITEM 5 . MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our ordinary shares began trading publicly on The Nasdaq Global
Market on September 12, 2014 under the symbol “RWLK” and were transferred for listing on The Nasdaq Capital Market effective
May 25, 2017.
Dividend Policy
We have never declared or paid any cash dividends on our ordinary
shares. We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any,
to finance operations and expand our business. Any future determination relating to our dividend policy will be made at the discretion
of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial condition
and future prospects and other factors our board of directors may deem relevant. The distribution of dividends may also be limited by
Israeli law, which permits the distribution of dividends only out of retained earnings or otherwise upon the permission of an Israeli
court.
Israeli Taxes Applicable to U.S. Holders
A non-Israeli resident who derives capital gains from the sale
of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel
will be exempt from Israeli tax so long as the shares were not held through a permanent establishment that the non-resident maintains
in Israel. A partial exemption may be available for non-Israeli resident shareholders who acquired their shares prior to the issuer’s
initial public offering.
However, non-Israeli corporations will not be entitled to the foregoing
exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation or (ii) are the beneficiaries
of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption
is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be a business income. Additionally,
under the United States-Israel Tax Treaty, or the treaty, the disposition of shares by a shareholder who (i) is a U.S. resident (for purposes
of the treaty), (ii) holds the shares as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the treaty,
is generally exempt from Israeli capital gains tax. Such exemption will not apply if: (i) the capital gain arising from the disposition
can be attributed to a permanent establishment in Israel; (ii) the shareholder holds, directly or indirectly, shares representing
10% or more of the voting capital during any part of the 12-month period preceding the disposition, subject to certain conditions; or
(iii) such U.S. resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In such
case, the sale, exchange, or disposition of our ordinary shares should be subject to Israeli tax, to the extent applicable; however, under
the treaty, the taxpayer would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect
to such sale, exchange, or disposition, subject to the limitations under U.S. law applicable to foreign tax credits. If the above exemptions
from capital gains tax are not available, corporations will be subject to the corporate tax rate (23%) on capital gains derived from the
sale of shares. The treaty does not relate to U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli
tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source.
If the above exemptions from capital gains tax are not available, individuals will be subject to a 25% tax rate on real capital gains
derived from the sale of shares as long as the individual is not a substantial shareholder of the corporation issuing the shares (in which
case the individual will be subject to a 30% tax rate), and corporations will be subject to a 23% corporate tax rate. A substantial shareholder
is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a
permanent basis, holds, directly or indirectly, at least 10% of any of the means of control of the corporation, including the right to
vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of
the aforesaid rights how to act, regardless of the source of such right. The determination of whether the individual is a substantial
shareholder will be made on the date on which the securities are sold. In addition, the individual will be deemed to be a substantial
shareholder if at any time during the 12 months preceding the date of the sale he or she was a substantial shareholder.
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Dividends paid on publicly traded shares, like our ordinary shares,
to non-Israeli residents are generally subject to Israeli withholding tax at a rate of 25%, unless a different rate is provided under
an applicable tax treaty, provided that a certificate from the Israeli Tax Authority allowing for a reduced withholding tax rate is obtained
in advance. Under the United States-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder
of our ordinary shares who is a U.S. resident (for purposes of the treaty) is 25%. The treaty provides for reduced tax rates on dividends
if (a) the shareholder is a U.S. corporation holding at least 10% of our issued voting power during the part of the tax year that precedes
the date of payment of the dividend and held such minimal percentage during the whole of its prior tax year, and (b) not more than 25%
of the Israeli company’s gross income consists of interest or dividends, other than dividends or interest received from subsidiary
corporations or corporations 50% or more of the outstanding voting shares of which is owned by the Israeli company. The reduced treaty
rate, if applicable, is 15% in the case of dividends paid from income derived from a Beneficiary or Preferred Enterprise (which is entitled
to corporate tax benefits) or 12.5% otherwise. We cannot assure you that in the event we declare a dividend we will designate the income
out of which the dividend is paid in a manner that will reduce shareholders’ tax liability. If the dividend is attributable partly
to income derived from a Beneficiary or Preferred Enterprise and partly to other sources of income, the withholding rate will be a blended
rate reflecting the relative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend
may be entitled to a credit or deduction for U.S. federal income tax purposes in the amount of the taxes withheld.
Individuals who are subject to tax in Israel are also subject to
an additional tax at the rate of 3% on annual income exceeding a certain threshold (NIS 663,240 for 2022, linked to the annual change
in the Israeli Consumer Price Index), including, but not limited to, income derived from dividends, interest, and capital gains.
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Stock Performance Graph
The following stock performance graph represents the cumulative total shareholder return
for the period September 12, 2016, through December 31, 2021 for our ordinary shares, compared to the Nasdaq Composite Index and the Nasdaq
Medical Equipment Index. The returns shown in the graph below may not be indicative of future performance.
COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN*
Among ReWalk Robotics, the NASDAQ Composite Index
and the NASDAQ Medical Equipment Index
*$100 invested on 12/31/16 in our ordinary shares or in either of the two indexes, including
reinvestment of dividends.
Fiscal year ending December 31.
The above stock performance graph shall not be deemed to be soliciting
material or to be filed with the SEC under the Securities Act and the Exchange Act except to the extent that we specifically request that
such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act
or the Exchange Act.
Recent Sales of Unregistered Equity Securities
All sales of unregistered equity securities during the covered
period were disclosed on a Current Report on Form 8-K or a Quarterly Report on Form 10-Q.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. [RESERVED]