What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 385 added, 498 removed, 803 unchanged (52% of the section changed)

22 unchanged sentences

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.

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

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

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

OTHER INFORMATION

Not applicable

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information About Our Executive Officers

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Chief Executive Officer and Director

Michael Lawless

Chief Financial Officer

Jeannine Lynch

Vice President of Market Access

Vice President of Finance

Larry Jasinski has served

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from the University of Bridgeport.

Ori Gon became our Chief Financial Officer effective

February 22, 2018.

Michael Lawless has served

as the Company’s Chief Financial Officer since September 2022.

Prior to ReWalk Robotics Mr.

Lawless served as a CFO consultant for

Danforth Advisors, LLC, a provider of outsourced services to the life sciences industry, starting in 2021.

Previously, Mr.

Lawless served

as a Division CFO of Azenta, Inc.

(formerly known as Brooks Automation, Inc.), a leading provider of life sciences solutions worldwide,

from 2017 to 2020, and as Senior Director of Financial Planning and Analysis at Azenta from 2015 to 2017.

Among other positions, Mr.

also held several financial leadership roles for PerkinElmer, Inc.

from 2007 to 2012.

Lawless has a Bachelor of Arts degree

in Economics from Swarthmore College, a Master of Business Administration degree from the Tuck School of Business at Dartmouth College

and is a Certified Public Accountant.

Jeannine Lynch has served

as the Company’s Vice President of Market Access and Strategy since August 2021.

Prior to ReWalk, Ms.

Lynch served as Senior Director

of Patient Access Services at BioMarin Pharmaceuticals from April 2009 to September 2021.

In addition to her work with BioMarin, Ms.

has worked for industry leaders such as Genentech and Pfizer/Agouron.

She has held leadership roles in commercial management, product

launches and built customized patient services to address several different rare and ultrarare medical conditions.

Lynch also sits

on the Board of Directors for MVP, a non-profit organization to help young people of color prepare, perform, progress, and prosper in

their education, leadership and early professional careers.

Lynch is a graduate of the University of California Berkeley and holds

a Master of Public Health from the University of Michigan.

Almog Adar became

has served as the Vice President of Finance since December 2022.

From 2020 to 2022, Mr.

Gon served as our Corporate Controller.

Adar served as our Director of Finance and Corporate

Financial Controller.

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.

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.

Adar served as Controller of Infinya recycling Ltd (Previously Amnir Recycling)., from

January 2018 until December 2019.

From January 2016 until December 2017, Mr.

Adar served as Assistant Controller of Delta Galil Industries.

Adar has a Bachelor of Arts degree in Accounting and Economics from the Open University of Israel and is a Certified Public Accountant

licensed by the Israeli Ministry of Justice.

The remaining information required by this Item will be included

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is incorporated herein by reference from, our Proxy Statement.

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

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

3 unchanged sentences

is incorporated herein by reference, from our Proxy Statement.

FINANCIAL STATEMENT SCHEDULES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements.

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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).

Fourth 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.

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 24, 2022).

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

12 unchanged sentences

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

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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 purchaser warrant from February

2021 private placement (incorporated by reference to Exhibit of the Company’s Current Report on Form 8-K

filed with the SEC on February 25, 2021).

Form of placement agent warrant from

February 2021 private placement (incorporated by reference to Exhibit of the Company’s Current Report on Form 8-K filed with the

SEC on February 25, 2021).

Form of ordinary

7 unchanged sentences

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.*

Letter of Agreement, dated July 11,

2013, between the Company and Sanmina Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form

10-K filed with the SEC on February 18, 2021).*

License Agreement, dated May 16, 2016,

between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.8 to the Company’s

Annual Report on Form 10-K filed with the SEC on February 18, 2021).*

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

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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

ReWalk Robotics

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).**

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).*

Amendment No.

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

Employment Agreement dated December

10, 2019, by and between the Company and Almog Adar (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report

on Form 10-Q filed with the SEC on May 13, 2022).* **

Employment Agreement, dated September

2, 2022, by and between the Company and Michael A.

Lawless (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly

report on Form 10-Q filed with the SEC on November 7, 2022).* **

Form of Restricted Share Unit Award

(Inducement Award) for non-Israeli employees and executives (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly

report on Form 10-Q filed with the SEC on November 7, 2022).**

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.

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.

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.***

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.***

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.***

XBRL Instance Document.

4 unchanged sentences

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.

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.

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February 23, 2023

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT:

1 unchanged sentence

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.

do hereby constitute and appoint Larry Jasinski and Mike Lawless 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,

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Larry Jasinski

/s/ Mike Lawless

Chief Financial Officer

February 23, 2023

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer)

/s/ Almog Adar

Vice President of Finance

February 23, 2023

(Principal Accounting Officer)

/s/ Jeff Dykan

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Randel Richner

/s/ Joseph Turk

February 23, 2023

/s/ Hadar Levy

February 23, 2023

REWALK ROBOTICS LTD

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Consolidated Statements of Operations

Statements of Changes in Shareholders’

Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

F - 1

Kost Forer Gabbay & Kasierer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

To the Shareholders and the Board of Directors of

REWALK ROBOTICS LTD.

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

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”).

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes is shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.

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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.

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.

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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.

Accordingly, we express no such opinion.

5 unchanged sentences

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

The communication of the 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 accounts or disclosures to which it relates.

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'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.

Revenue is recognized ratably over the life of the warranty.

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.

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.

KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

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

Tel-Aviv, Israel

February 23, 2023

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’

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

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Employees and payroll accruals

Deferred revenues

Deferred revenue

Other current liabilities

1 unchanged sentence

LONG-TERM LIABILITIES

Deferred revenues

Deferred revenue

Non-current operating leases liability

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COMMITMENTS AND CONTINGENT LIABILITIES

Shareholders’

Shareholders’ equity:

Share capital

Ordinary share of NIS 0.25 par value-Authorized:

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

Issued and outstanding:

120,000,000 shares at December 31, 2022 and 2021;

63,023,506 and 62,480,163 shares at December 31, 2022 and December 31, 2021, respectively;

60,090,298 and 62,480,163 shares as of December 31, 2022 and December 31, 2021 respectively

Additional paid-in capital

Treasury Shares at cost, 2,933,208 ordinary shares at December 31, 2022

Accumulated deficit

Total shareholders’

Total liabilities and shareholders’

Total shareholders’ equity

Total liabilities and shareholders’ equity

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

F - 5

REWALK ROBOTICS LTD.

3 unchanged sentences

Year ended December 31,

Cost of revenues

Cost of revenue

Operating expenses:

Research and development

Sales and marketing

Research and development, net

Sales and marketing, net

General and administrative

7 unchanged sentences

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

F - 6

*) Represents an amount lower than $1.

REWALK ROBOTICS LTD.

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

dollars in thousands (except share data)

Ordinary Share

Additional paid-in

Total shareholders’

shareholders’

Balance as of December 31, 2019

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 effort”

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

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 $ 3,215 (1)

Treasury shares at cost

Balance as of December 31, 2022

Represents an amount lower than $1.

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

F - 7

REWALK ROBOTICS LTD.

5 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Share-based compensation to employees and non-employees

Share-based compensation

Deferred taxes

Gain on PPP forgiveness

Foreign currency remeasurement loss

Changes in assets and liabilities:

3 unchanged sentences

Employees and payroll accruals

Deferred revenues

Deferred revenue

Operating lease liabilities and other liabilities

6 unchanged sentences

Proceeds from PPP loan (3)

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 “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)

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 in cash, cash equivalents, and restricted cash

Purchase of treasury shares

Net cash (used in) provided by financing activities

Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash

(Decrease) 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.

6 unchanged sentences

Classification of other current assets to property and equipment, net

Classification of inventory to other current assets

Classification of inventory to property and equipment

Cashless exercise of pre-funded warrants

Initial recognition of operating lease right-of-use assets

Initial recognition of operating lease liabilities

Classification of inventory to property and equipment

Supplemental disclosures of cash flow information:

Cash paid for income taxes

Cash paid for interest

Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows

Cash and cash equivalents

1 unchanged sentence

Total Cash, cash equivalents, and restricted cash

Supplemental disclosures of cash flow information:

Cash paid for income taxes

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”) 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.

(“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 a medical device company that is designing, developing, and commercializing innovative technologies that enable mobility and wellness in rehabilitation and daily life for individuals with neurological conditions.

Our initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury.

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

These SCI Products allow individuals with spinal cord injury the ability to stand and walk again during everyday activities at home or in the community.

We have sought to expand our product offerings beyond the SCI Products through internal development and distribution agreements.

We have developed our ReStore Exo-Suit device, which we began commercializing in June 2019.

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

During the second quarter of 2020, we signed two separate agreements to distribute additional product lines in the United States.

We are the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S.

rehabilitation clinics and for the MyoCycle Home cycles available to US veterans through VA hospitals.

In the second quarter of 2020, we also became the exclusive distributor of the MediTouch Tutor movement biofeedback systems in the United States;

however, due to unsatisfactory sales performance of the MediTouch product lines, we terminated this agreement as of January 31, 2023.

We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further to help individuals with neurological injury and disability.

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.

RRI markets and sells products mainly in the United States.

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 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.

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

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 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 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.

The worldwide spread of COVID-19 has resulted in, and could potentially continue to result in, significant disruptions to the global economy and the capital markets, as well as our business.

This has resulted in a negative impact on the Company’s sales and results of operations since the start of the pandemic, and there is significant uncertainty as to how the countries in which we do business will continue to respond to such outbreaks, including whether there will be future partial or total shutdowns, which would adversely affect our business.

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.

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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, 2022 the Company incurred a consolidated net loss of $ 19.6 million and has an accumulated deficit in the total amount of $ 213.8 million.

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

The Company’s negative operating cash flow for the full year ended December 31, 2022 was $ 17.9 million.

Our cash and cash equivalent on December 31, 2022 totaled $ 67.9 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, 2022.

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 establishment of contracts for the distribution of new product lines, or the acquisition of additional product lines, any of which, or in combination, would contribute to the achievement of a level of revenue 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.

The Company intends to fund future operations through existing 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.

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NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

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

GAAP”), 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

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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.

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 revenue 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 reserve.

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

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 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.

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

Until 2018 most of the Company’s revenue was denominated in U.S.

dollars and the remainder of our revenue was denominated in Euros and British pound, whereas, in the last four years our Euro-denominated revenue is higher than our dollar-denominated revenue.

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 subsidiary's 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.

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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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Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired.

Inventories are stated at the lower of cost or market value.

Inventories are stated at the lower of cost or net realizable value.

Inventory reserves are provided to cover risks arising from slow-moving items or technological obsolescence.

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 net realized value.

Cost is determined as follows:

Finished products - on the basis of raw materials and manufacturing costs on an average basis.

Finished products - based on raw materials and manufacturing costs on an average basis.

Raw materials - The weighted average cost method.

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When recorded, the reserves are intended to reduce the carrying value of inventory to its net realizable value.

In the years ended December 31, 2021, 2020 and 2019, the Company wrote off inventory in the amount of $ 252 thousand, $ 215 thousand, and $ 64 thousand, respectively.

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.

F - 12

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

In the years ended December 31, 2022, 2021 and 2020, the Company applied inventory reserves in the amount of $ 502 thousand, $ 252 thousand, and $ 215 thousand, respectively.

The inventory reserves were recorded in cost of revenue.

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.

In September 2013, the Company entered into a share purchase agreement and a strategic alliance with Yaskawa Electric Corporation (“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.

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

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

Property and 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.

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.

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Other long-term assets include long-term prepaid expenses and restricted cash deposits for offices and cars leasing based upon the term of the remaining restrictions.

Treasury shares

The Company repurchased its ordinary shares and holds them as treasury shares.

The Company presents the cost to repurchase treasury shares as a reduction of shareholders' equity.

Revenue Recognition:

The Company generates revenues from sales of products.

The Company generates revenue from sales of products.

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.

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

The Company recognized revenue in accordance with ASC Topic 606 when, or as, control of the promised good or service 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

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.

The Company generally considers a purchase order or a signed quote to be a contract with a customer.

Identify the performance obligations 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.

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.

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

F - 14

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

The Company does not offer extended payment terms beyond one year to customers.

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.

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

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The Company generally satisfies performance obligations at a point in time, once the customer has obtained the legal title to the items purchased or service provided.

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

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

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.

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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)

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 Revenue (in thousands)

Year Ended December 31,

Spare parts and warranties

Total Revenues

The Company currently offer five products:

Total Revenue

During 2022, the Company offered five products:

(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 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”).

Due to unsatisfactory sales performance of the MediTouch product lines, we terminated this agreement as of January 31, 2023.

ReWalk Personal and ReWalk Rehabilitation are SCI Products, which are currently designed for everyday use by paraplegic individuals at home and in their communities.

The SCI Products 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 which is a ReWalk Personal 6.0 product sold with multiple sizes of our adjustable parts to allow different users the ability to train within a clinic .

The 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.

The Company also sells Distributed Products that include the MyoCycle, which uses Functional Electrical Stimulation (“FES”) technology, and MediTouch tutor movement biofeedback devices.

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.

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

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

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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.

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.

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.

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

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

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

SCI Products include a five-year warranty.

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

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

A service type warranty is accounted as a separate performance obligation and revenue is recognized ratably over the life of the warranty.

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.

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

Contract balances (in thousands)

Trade receivable, net (1)

Deferred revenues (1) (2)

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

$ 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.

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.

Deferred revenue (1) (2)

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

$ 352 thousands of the December 31, 2021 deferred revenue balance was recognized as revenue during the year ended December 31, 2022.

Deferred revenue is composed primarily of unearned revenue related to service type warranty obligations as well as other advances and payments which the Company received from customers prior to satisfying the performance obligation, for which revenue has not yet been recognized.

The Company's unearned performance obligations as of December 31, 2022 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $1.2 million, which will be 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”).

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.

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.

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.

The Company account for forfeitures as they occur.

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

Expected volatility is calculated based on actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options, or based on certain peer companies that the Company considered to be comparable, in case there is no sufficient trading volume to rely on market volatility.

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

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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 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:

Expected volatility

Risk-free rate

Dividend yield

Expected term (in years)

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.

There were no options granted during the twelve months ended December 31, 2022, 2021, and 2020.

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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.

The non-cash compensation expenses related to employees and non-employees for the years ended December 31, 2022, 2021 and 2020 amounted to $ 993 thousand, $ 833 thousand and $ 749 thousand respectively.

Warrants to Acquire Ordinary Shares:

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.

During the twelve-month ended December 31, 2021, the Company issued warrants to acquire up to 15,083,611 ordinary shares.

There were no issued warrants during the twelve months ended December 31, 2022.

The Company assessed the warrants pursuant to ASC 480 "Distinguishing Liabilities from Equity" and ASC 815 "Derivatives and Hedging" and determined that the warrants should be accounted for as equity and not as a derivative liability.

Refer to Note 8f for additional information.

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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.

740, “Income Taxes” (“ASC No.

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.

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As of December 31, 2022, and 2021, 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.

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.

For assurance-type warranty, the Company 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, 2021

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

The bank deposits are held in financial institutions which management believes are institutions with high credit standing, and accordingly, minimal credit risk from geographic or credit concentration exists with respect to these deposits.

Concentration of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales.

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.

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

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

As of December 31, 2022, and 2021 trade receivables are presented net of $ 26 thousand and $ 42 thousand allowance for doubtful accounts, respectively.

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.

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

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.

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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.

Total Company’s expenses related to severance pay amounted to $ 113 thousand, $ 104 thousand and $ 125 thousand for the years ended December 31, 2022, 2021 and 2020, respectively.

Fair Value Measurements:

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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 loss per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus dilutive potential shares considered outstanding during the period.

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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Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and warrants outstanding would have been anti-dilutive.

For the twelve months ended December 31, 2022, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 19,464,888 , was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect.

Contingent liabilities

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.

See Note 7e for further information.

Government grants

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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.

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.

Operating lease liabilities and their corresponding right-of-use assets are recorded at commencement date 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.

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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 lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

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 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.

Recently Implemented Accounting Pronouncements

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No.

Among other changes, ASU 2020-06 removes from U.S.

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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.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Financial Instruments

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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

The adoption is not expected to result in a material impact on the Company’s consolidated financial statements.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

The components of prepaid expenses and other current assets are as follows (in thousands):

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Raw materials

F - 23

During the twelve months ended December 31, 2022, 2021, and 2020, the Company recognized, at cost of revenues, reserves for excess and obsolete in the amount of $ 502 thousand, $ 252 thousand, and $ 215 thousand, respectively.

NOTE 5:- PROPERTY AND EQUIPMENT, NET

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Depreciation expenses amounted to $ 202 thousand, $ 266 thousand, and $ 285 thousand for the years ended December 31, 2022, 2021 and 2020, 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.

NOTE 6:- LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES

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 .

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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.

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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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Operating lease commitment:

(i) The Company operates from leased facilities in Israel, the United States and Germany.

The Company operates from leased facilities in Israel, the United States and Germany.

These leases expire between 2023 and 2025 .

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.

RRL and RRG lease cars for their employees under cancelable operating lease agreements expiring at various dates in between 2023 and 2025 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 $21 thousand as of December 31, 2022

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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Weighted-average discount rate

Total rent expenses for the years ended December 31, 2021, 2020 and 2019 were $ 730 thousand, $ 764 thousand, and $ 739 thousand, respectively.

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.

Total lease expenses for the years ended December 31, 2022, 2021 and 2020 were $ 739 thousand, $ 730 thousand, and $ 764 thousand, respectively.

The Company’s research and development efforts are financed, in part, through funding from the IIA.

Since the Company’s inception through December 31, 2022, the Company received funding from the IIA in the total amount of $ 2.3 million.

Out of the $ 2.3 million in funding from the IIA, a total amount of $ 1.6 million were royalty-bearing grants, $ 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 , while $309 thousand was received without future obligation.

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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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.

As of December 31, 2022, the Company paid royalties to the IIA in the total amount of $ 110 thousand.

Royalties expenses in cost of revenue were $ 7 thousand, $ 14 thousand and $ 46 thousand , for the years ended December 31, 2022, 2021 and 2020 , respectively.

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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 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.

As part of the Company’s Restricted cash and other long-term assets, as of December 31, 2022, an amount of $ 659 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:

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 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.

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.

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.

F - 29

- SHAREHOLDERS’ EQUITY

Equity raise:

Follow-on offerings

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.

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 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.

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.

2 unchanged sentences

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, 2022, 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 .

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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.

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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

As of December 31, 2022, a total of 9,814,754 outstanding warrants with exercise prices ranging from $ 1.25 to $ 1.79 were exercised, for total gross proceeds of approximately $ 13.8 million.

During the twelve months that ended December 31, 2022 no warrants were exercised.

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.

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 (“RSUs’’), 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 RSU 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, 2022 and 2021, the Company had reserved 2,934,679 and 233,957 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.

The options generally vest over four years, with certain options granted to non-employee directors vesting over one year.

Any option or RSUs that are forfeited or canceled before expiration becomes available for future grants under the Plan.

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Options exercisable at the end of the year

There were no options granted during the fiscal year ended December 31, 2022, 2021 and 2020.

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, 2022, 2021 and 2020, no op tions were exercised.

A summary of employee and non-employee RSUs activity during the fiscal year ended 2022 is as follows:

1 unchanged sentence

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, 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, 2022, 2021 and 2020, were $ 1.00 , $ 1.69 and $ 1.44 , respectively.

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.

Total fair value of shares vested during the year ended December 31, 2022, 2021 and 2020 were $ 860 thousand, $ 802 thousand, and $ 676 thousand , respectively.

As of December 31, 2022, there were $ 2.7 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 2.7 years.

F - 33

The number of options and RSUs outstanding as of December 31, 2022 is set forth below, with options separated by range of exercise price:

Range of exercise price

life (years) (1)

Exercisable as

of December 31, 2021

life (years) (1)

$ 20.42 - $ 33.75

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Share-based compensation expense for employees and non-employees:

The Company recognized non-cash share-based compensation expense in the consolidated statements of operations as follows (in thousands):

The Company recognized share-based compensation expense in the consolidated statements of operations as follows (in thousands):

Year Ended December 31,

Cost of revenues

Cost of revenue

Research and development, net

1 unchanged sentence

General and administrative

F - 34

Treasury shares:

On June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $ 8 million of its Ordinary Shares, par value NIS 0.25 per share.

On July 21, 2022, the Co mpany received approval from an Israeli court for the share repurchase program.

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

On December 22, 2022, the Company’s 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 ordinary shares.

As of D ecember 31, 2022, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 2,933,208 of its outstanding ordinary shares at a total cost of $ 2.6 million .

As to ordinary shares repurchased after December 31, 2022, see Note 14.

Warrants to purchase ordinary shares:

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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.

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, 2022.

1 unchanged sentence

See footnote 1 for exercisability terms.

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 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.

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.

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 the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.

R epresents 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.

As of December 31, 2022, 3,740,100 warrants were exercised for total consideration of $ 4,675,125 .

During the twelve months that ended December 31, 2022, no warrants were exercised.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering.

As of December 31, 2022, 230,160 warrants were exercised for total consideration of $ 359,625 .

During the twelve months that ended December 31, 2022, no warrants were exercised.

Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020.

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.

As of December 31, 2022, 2,020,441 warrants were exercised for total consideration of $ 3,555,976 .

During the twelve months that ended December 31, 2022, no warrants were exercised.

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.

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 .

As of December 31, 2022, 3,598,072 warrants were exercised for total consideration of $ 4,821,416 .

During the twelve months that ended December 31, 2022, no warrants were exercised.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement.

As of December 31, 2022, 225,981 warrants were exercised for total consideration of $ 405,003 .

During the twelve months that ended December 31, 2022, no warrants were exercised.

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.

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.

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.

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering.

- RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT

O n May 16, 2016, the Company entered into a Collaboration Agreement (as amended, the “Collaboration Agreement”) and an Exclusive License Agreement (as amended, the “License Agreement”) with Harvard.

The Collaboration Agreement concluded on March 31, 2022.

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 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.

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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.

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The Company has recorded expenses in the amount of $ 74 thousand, $ 293 thousand, and $ 762 thousand as research and development expenses related to the License Agreement and to the Collaboration Agreement for the years ended December 31, 2022, 2021 and 2020, respectively.

No withholding tax was deducted from the Company’s payments to Harvard in respect of the Collaboration Agreement and the License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721.

PAYCHECK PROTECTION PROGRAM LOAN

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.

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.

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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.

NOTE 11:- 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:

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Year Ended December 31,

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Taxes on income are comprised as follows (in thousands):

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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.

The Company’s deferred tax assets as of December 31, 2022 and 2021 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, 2022 were immaterial.

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Accrual and reserves

Share based compensation

Lease liabilities

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Net deferred tax assets

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The net changes in the total valuation allowance for each of the years ended December 31, 2022, 2021 and 2020, are comprised as follows (in thousands):

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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

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Taxable income of RRG was subject to tax at the rate of 30 % in 2022, 2021, and 2020.

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.

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.

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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.

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 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.

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.

Tax assessments:

RRL has had final tax assessments up to and including the 2016 tax year.

Each RRI and RRG have not had a final tax assessment since its inception.

RRL and RRG has had final tax assessments up to and including the 2016 tax year.

RRI has had final tax assessments up to and including the 2018 tax year.

Net operating carry-forward losses for tax purposes:

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.

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As of December 31, 2022, RRL has carry-forward losses amounting to approximately $ 220.9 million, which can be carried forward for an indefinite period.

- FINANCIAL EXPENSES (INCOME), NET

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Bank commissions

*) Represent an amount lower than $1.

- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA

Summary information about geographic areas:

ASC 280, “Segment Reporting”

establishes standards for reporting information about operating segments.

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):

The Company manages its business based on one reportable segment and derives revenue from selling systems and services (see Note 1 for a brief description of the Company’s business).

The following is a summary of revenue within geographic areas (in thousands):

Year Ended December 31,

Revenues based on customer’s location:

Revenue based on customer’s location:

United States

Latin America

Total revenues

Total revenue

Long-lived assets by geographic region:

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Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets.

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Major customers data as a percentage of total revenues:

Major customers data as a percentage of total revenue:

Year Ended December 31,

Less than 10%

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SUBSEQUENT EVENTS

In January 2023, the Company repurchased an additional 730,350 of its ordinary shares for an aggregate consideration of $ 628 thousand.

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