What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-02-23 compared with 2022-02-24 · 90 added, 69 removed, 40 unchanged (80% of the section changed)

MARKET FOR REGISTRANT’S

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

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

Market Information

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May 25, 2017.

As of February 23, 2023, we had approximately 278,511 shareholders of record.

Dividend Policy

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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

Except in connection with our publicly announced share

repurchase program described immediately below under “Issuer Purchases of Equity Securities”, 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.

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

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

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

initial public offering.

will be exempt from Israeli tax so long as (amongst other things) 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.

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

Such exemption

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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.

under the United States-Israel Tax Treaty, or the treaty, the sale, exchange or other disposition of shares by a shareholder who (i) is

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;

(iii) such U.S.

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

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.

(i) the capital

gain arising from the sale, exchange or other 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

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.

The treaty does not relate to U.S.

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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

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.

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.

to non-Israeli residents are generally subject to Israeli income tax at the rate of 25%, or 30% if the recipient of the dividend was a

substantial shareholder at the time of distribution or at any time during the prior 12-month period.

Such dividends are generally subject

to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial

shareholder or not), 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

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

income tax purposes in the amount of the taxes withheld.

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

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

Stock Performance Graph

The following stock performance graph represents the cumulative total shareholder return

for the period September 12, 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

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Issuer Purchases of Equity Securities

The following table sets forth information regarding the ordinary

shares repurchased under our share repurchase program during the three months ended December 31, 2022:

(In Thousands)

October 1 - October 30, 2022

Share repurchase program (1)

November 1 - November 30, 2022

Share repurchase program (1)

December 1 - December 31, 2022

Share repurchase program (1)

Quarter Total

Share repurchase program (1)

Ordinary Shares were repurchased by us through our publicly announced share repurchase

program approved by our Board of Directors on June 2, 2022, and approved by an Israeli court on July 20, 2022.

The program was scheduled

to expire on the earlier of January 20, 2023, or reaching $8.0 million of repurchases.

December 22, 2022, our Board of Directors approved an extension of the repurchase program, with such extension to be in the aggregate

amount of up to $5.8 million.

The extension was approved by an Israeli court on February 9, 2023, and will expire on the earlier of August

9, 2023, or reaching the additional $5.8 million of repurchases of our ordinary shares .

Repurchases may take place in open market transactions or in privately negotiated transactions and may

be made from time to time depending on market conditions, share price, trading volume and other factors our board of directors deems appropriate.

Our board of directors may also suspend and/or discontinue the repurchase program at any time, in its sole discretion.

All repurchases

will be made in accordance with all applicable securities laws and regulations.

Subsequent to December 31, 2022, an additional

730,350 ordinary shares for an aggregate consideration of $628,477 were repurchased under our share repurchase program during the period

from January 1, 2023 to January 20, 2023.

On December 22, 2022, our Board of Directors approved an extension of the repurchase program,

with such extension to be in the aggregate amount of up to $5.8 million.

The extension was approved by an Israeli court on February 9,

2023, and will expire on the earlier of August 9, 2023, or reaching the additional $5.8 million of repurchases of our ordinary shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity