Lifeward Ltd. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon, and as of the date of, this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making its assessment, management used the criteria described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting because we are exempt from this requirement as a smaller reporting company and non-accelerated filer. 69 Changes in Internal Control over Financial Reporting During the fourth quarter of the fiscal year ended December 31, 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Not applicable 70 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information About Our Executive Officers The following table sets forth the name, age and position of each of our executive officers as of February 23, 2022: Name Age Position Larry Jasinski 65 Chief Executive Officer and Director Michael Lawless 55 Chief Financial Officer Jeannine Lynch 58 Vice President of Market Access Almog Adar 39 Vice President of Finance Larry Jasinski has served as our Chief Executive Officer and as a member of our board since February 2012. From 2005 until 2012, Mr. Jasinski served as the President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization of products used to treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012. From 2001 to 2005, Mr. Jasinski was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease, which was acquired by Alphatec in 2005. From 1985 until 2001, Mr. Jasinski served in multiple sales, research and development, and general management roles at Boston Scientific Corporation. Mr. Jasinski has served on the board of directors of Massachusetts Bay Lines since 2015 and of LeMaitre Vascular, Inc. since 2003. Mr. Jasinski holds a B.Sc. in marketing from Providence College and an MBA from the University of Bridgeport. 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. Lawless also held several financial leadership roles for PerkinElmer, Inc. from 2007 to 2012. Mr. 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. Lynch 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. Ms. 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. Ms. 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. Adar served as our Director of Finance and Corporate Financial Controller. Prior to ReWalk Robotics Mr. 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. Mr. 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 in, and is incorporated herein by reference from, our definitive proxy statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our fiscal year ended December 31, 2022 (the “Proxy Statement”). ITEM 11. EXECUTIVE COMPENSATION The information required by this Item 11 will be included in, and is incorporated herein by reference from, our Proxy Statement. 71 ITEM 12. 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 will be included in and is incorporated herein by reference, from our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item 14 will be included in and is incorporated herein by reference, from our Proxy Statement. 72 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements. The Consolidated Financial Statements filed as part of this annual report are identified in the Index to Consolidated Financial Statements on page F-1 hereto. (a)(2) Financial Statement Schedules. Financial Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. (a)(3) Exhibits. See accompanying Exhibit Index included after the signature page of this report for a list of the exhibits filed or furnished with or incorporated by reference in this report. EXHIBIT INDEX 3.1 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). 4.1 Specimen share certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014). 4.2 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2022). 4.3 Warrant, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016). 4.4 Form of common warrant to purchase ordinary shares in November 2018 follow-on offering (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018). 4.5 Form of underwriter warrant from November 2018 follow-on offering (incorporated by reference to Exhibit 4.8 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018). 4.6 First Amendment to Warrant to Purchase Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018). 4.7 Form of placement agent warrant from February 2019 “best efforts” public offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019). 4.8 Form of purchaser warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019). 73 4.9 Form of placement agent warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019). 4.10 Form of private placement warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019). 4.11 Form of placement agent warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019). 4.12 Form of purchaser warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019). 4.13 Form of placement agent warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019). 4.14 Form of common warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020). 4.15 Form of placement agent warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020). 4.16 Form of purchaser warrant from July 2020 registered direct offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 6, 2020). 4.17 Form of placement agent agreement from July 2020 registered direct offering (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 6, 2020). 4.18 Form of purchaser warrant from December 2020 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020). 4.19 Form of placement agent warrant from December 2020 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020). 4.20 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). 4.21 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). 4.22 Form of ordinary warrant from September 2021 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021). 4.23 Form of placement agent warrant from September 2021 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021). 4.24 Form of pre-funded warrant from September 2021 private placement (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021). 74 10.1 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).* 10.2 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).* 10.3 Form of indemnification agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).** 10.4 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).** 10.5 2012 Israeli Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).** 10.6 2012 U.S. Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.14 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).** 10.7 2006 Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).** 10.8 2014 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (File No. 333-239258), filed with the SEC on June 18, 2020).** 10.9 Executive Employment Agreement, dated as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.10 2014 Incentive Compensation Plan Form of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.11 2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for non-Israeli employees, and executives (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.12 2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for Israeli non-employee directors, employees and executives (incorporated by reference to Exhibit 10.20.1 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).** 10.13 2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement between the Company and Jeffrey Dykan, as director (incorporated by reference to Exhibit 10.20.2 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).** 10.14 2014 Incentive Compensation Plan Prior Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.15 2014 Incentive Compensation Plan New Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).** 10.16 2014 Incentive Compensation Plan Prior Form of Option Award Agreement for Israeli non-employee directors (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).** 75 10.17 2014 Incentive Compensation Plan Prior Form of Option Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).** 10.18 ReWalk 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).** 10.19 Amendment No. 1 to the Exclusive License Agreement and Amendment No. 2 to the Research Collaboration Agreement, dated April 1, 2018, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2018).* 10.20 Form of warrant exercise agreement from June 2019 private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019). 10.21 Employment 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**. 10.22 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).* ** 10.23 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).* ** 10.24 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).** 21.1 List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 7, 2018). 23.1 Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited. 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002. 32.1 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.*** 32.2 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.*** 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.PRE XBRL Taxonomy Presentation Linkbase Document. 101.CAL XBRL Taxonomy Calculation Linkbase Document. 101.LAB XBRL Taxonomy Label Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. * Certain identified information in the exhibit has been omitted because it is the type of information that (i) the Company customarily and actually treats as private and confidential, and (ii) is not material. ** Management contract or compensatory plan, contract or arrangement. *** Furnished herewith. ITEM 16. FORM 10-K SUMMARY Not applicable. 76 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ReWalk Robotics Ltd. By: /s/ Larry Jasinski Name: Larry Jasinski Title: Chief Executive Officer Date: February 23, 2023 77 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of ReWalk Robotics Ltd. do hereby constitute and appoint Larry Jasinski and 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, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this report. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Larry Jasinski Director and Chief Executive Officer (Principal Executive Officer) February 23, 2023 Larry Jasinski /s/ Mike Lawless Chief Financial Officer February 23, 2023 Mike Lawless (Principal Financial Officer) /s/ Almog Adar Vice President of Finance February 23, 2023 Almog Adar (Principal Accounting Officer) /s/ Jeff Dykan Chairman of the Board February 23, 2023 Jeff Dykan /s/ Yohanan R Engelhardt Director February 23, 2023 Yohanan R Engelhardt /s/ Dr. John William Poduska Director February 23, 2023 Dr. John William Poduska /s/ Wayne B. Weisman Director February 23, 2023 Wayne B. Weisman /s/ Yasushi Ichiki Director February 23, 2023 Yasushi Ichiki /s/ Aryeh Dan Director February 23, 2023 Aryeh Dan /s/ Randel Richner Director February 23, 2023 Randel Richner /s/ Joseph Turk Director February 23, 2023 Joseph Turk /s/ Hadar Levy Director February 23, 2023 Hadar Levy 78 PART IV REWALK ROBOTICS LTD CONSOLIDATED FINANCIAL STATEMENTS U.S. DOLLARS IN THOUSANDS INDEX Page Report of Registered Public Accounting Firm F-2 (PCAOB ID 1281 ) Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-6 Statements of Changes in Shareholders’ Equity F-7 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-10 F - 1   Kost Forer Gabbay & Kasierer Menachem Begin 144, Tel-Aviv 6492102, Israel Tel: +972-3-6232525 Fax: +972-2-5622555 ey.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of REWALK ROBOTICS LTD. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rewalk Robotics Ltd. 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. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter 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 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. F - 2 Revenue recognition Description of the Matter 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 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. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands December 31, 2022 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 67,896 $ 88,337 Trade receivable, net 1,036 585 Prepaid expenses and other current assets 649 610 Inventories 2,929 2,989 Total current assets 72,510 92,521 LONG-TERM ASSETS Restricted cash and other long-term assets 694 1,064 Operating lease right-of-use assets 836 881 Property and equipment, net 196 284 Total long-term assets 1,726 2,229 Total assets $ 74,236 $ 94,750 The accompanying notes are an integral part of these consolidated financial statements. F - 4 REWALK ROBOTICS LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) December 31, 2022 2021 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Current maturities of operating leases liability $ 564 $ 641 Trade payables 1,950 1,384 Employees and payroll accruals 1,282 1,142 Deferred revenue 301 316 Other current liabilities 685 555 Total current liabilities 4,782 4,038 LONG-TERM LIABILITIES Deferred revenue 890 866 Non-current operating leases liability 333 418 Other long-term liabilities 66 45 Total long-term liabilities 1,289 1,329 Total liabilities 6,071 5,367 COMMITMENTS AND CONTINGENT LIABILITIES Shareholders’ equity: Share capital Ordinary share of NIS 0.25 par value-Authorized: 120,000,000 shares at December 31, 2022 and 2021; Issued: 63,023,506 and 62,480,163 shares at December 31, 2022 and December 31, 2021, respectively; Outstanding: 60,090,298 and 62,480,163 shares as of December 31, 2022 and December 31, 2021 respectively 4,489 4,661 Additional paid-in capital 279,857 278,903 Treasury Shares at cost, 2,933,208 ordinary shares at December 31, 2022 ( 2,431 ) - Accumulated deficit ( 213,750 ) ( 194,181 ) Total shareholders’ equity 68,165 89,383 Total liabilities and shareholders’ equity $ 74,236 $ 94,750 The accompanying notes are an integral part of these consolidated financial statements. F - 5 REWALK ROBOTICS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands (except share and per share data) Year ended December 31, 2022 2021 2020 Revenue $ 5,511 $ 5,966 $ 4,393 Cost of revenue 3,606 3,063 2,204 Gross profit 1,905 2,903 2,189 Operating expenses: Research and development, net 4,031 2,939 3,459 Sales and marketing, net 9,842 6,993 5,754 General and administrative 7,134 5,626 4,980 Total operating expenses 21,007 15,558 14,193 Operating loss ( 19,102 ) ( 12,655 ) ( 12,004 ) Financial expenses (income), net * ) ( 13 ) 921 Loss before income taxes ( 19,102 ) ( 12,642 ) ( 12,925 ) Taxes on income 467 94 51 Net loss $ ( 19,569 ) $ ( 12,736 ) $ ( 12,976 ) Net loss per ordinary share, basic and diluted $ ( 0.31 ) $ ( 0.27 ) $ ( 0.82 ) Weighted average number of shares used in computing net loss per ordinary share, basic and diluted 62,378,797 47,935,652 15,764,980 The accompanying notes are an integral part of these consolidated financial statements. *) Represents an amount lower than $1. F  -  6 REWALK ROBOTICS LTD. AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY U.S. dollars in thousands (except share data) Ordinary Share Additional paid-in Treasury Accumulated Total shareholders’ Number Amount capital Shares deficit equity Balance as of December 31, 2019 7,319,560 $ 504 $ 178,745 $ - $ ( 168,469 ) $ 10,780 Share-based compensation to employees and non-employees - - 749 - - 749 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 63,111 3 ( 3 ) - - - Issuance of ordinary shares in a “Best Efforts” offering, net of issuance expenses in the amount of $ 1,056 (1) 4,053,172 290 3,720 - - 4,010 Exercise of pre-funded warrants and warrants (1)(2) 3,378,328 244 3,979 - - 4,223 Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ 1,019 (1) 4,938,278 357 7,624 - - 7,981 Issuance of ordinary shares in a private placement, net of issuance expenses in the amount of $ 993 (1) 5,579,776 429 6,578 - - 7,007 Net loss - - - - ( 12,976 ) ( 12,976 ) Balance as of December 31, 2020 25,332,225 1,827 201,392 - ( 181,445 ) 21,774 Share-based compensation to employees and non-employees - - 833 - - 833 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 398,164 31 ( 31 ) - - - Issuance of ordinary shares in a “Best Efforts” offering, net of issuance expenses in the amount of $ 3,679 (1) 10,921,502 832 35,489 - - 36,321 Exercise of pre-funded warrants and warrants (1)(2) 10,425,258 772 14,288 - - 15,060 Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ 3,215 (1) 15,403,014 1,199 26,932 - - 28,131 Net loss - - - - ( 12,736 ) ( 12,736 ) Balance as of December 31, 2021 62,480,163 4,661 278,903 - ( 194,181 ) 89,383 Share-based compensation to employees and non-employees - - 993 - - 993 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 543,343 39 ( 39 ) - - - Treasury shares at cost ( 2,933,208 ) ( 211 ) - ( 2,431 ) - ( 2,642 ) Net loss - - - - ( 19,569 ) ( 19,569 ) Balance as of December 31, 2022 60,090,298 $ 4,489 $ 279,857 $ ( 2,431 ) $ ( 213,750 ) $ 68,165 (1) See Note 8a. (2) See Note 8f. The accompanying notes are an integral part of these consolidated financial statements. F  -  7 REWALK ROBOTICS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Year ended December 31, 2022 2021 2020 Cash flows used in operating activities: Net loss $ ( 19,569 ) $ ( 12,736 ) $ ( 12,976 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 202 266 285 Share-based compensation 993 833 749 Deferred taxes 316 ( 29 ) ( 44 ) Gain on PPP forgiveness - - ( 392 ) Foreign currency remeasurement loss 79 - - Changes in assets and liabilities: Trade receivables, net ( 408 ) 99 110 Prepaid expenses, operating lease right-of-use assets and other assets 94 592 166 Inventories ( 117 ) 432 ( 469 ) Trade payables 566 ( 884 ) ( 506 ) Employees and payroll accruals 140 275 197 Deferred revenue ( 34 ) 74 264 Operating lease liabilities and other liabilities ( 153 ) ( 391 ) 27 Net cash used in operating activities ( 17,891 ) ( 11,469 ) ( 12,589 ) Cash flows used in investing activities: Purchase of property and equipment ( 25 ) ( 47 ) ( 73 ) Net cash used in investing activities ( 25 ) ( 47 ) ( 73 ) Cash flows from financing activities: Repayment of long-term loan - - ( 6,965 ) Proceeds from PPP loan (3) - - 392 Issuance of ordinary shares in a “best effort” offering, net of issuance expenses in the amount of $ 1,056 (1) - - 4,010 Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ 977 (1) - - 8,023 Issuance of ordinary shares in a private placement, net of issuance expenses in the amount of $ 959 (1) - - 7,041 Issuance of ordinary shares in a private placement, net of issuance expenses paid in the amount of $ 3,679 (1) - 36,321 - Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ 3,215 (1) - 28,131 - Exercise of pre-funded warrants and warrants (1)(2) - 15,060 4,223 Purchase of treasury shares ( 2,500 ) - - Net cash (used in) provided by financing activities ( 2,500 ) 79,512 16,724 Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash ( 79 ) - - (Decrease) increase in cash, cash equivalents, and restricted cash ( 20,495 ) 67,996 4,062 Cash, cash equivalents, and restricted cash at beginning of period 89,050 21,054 16,992 Cash, cash equivalents, and restricted cash at end of period $ 68,555 $ 89,050 $ 21,054 The accompanying notes are an integral part of these consolidated financial statements. F  -  8 REWALK ROBOTICS LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Year ended December 31, 2022 2021 2020 Supplemental disclosures of non-cash flow information Expenses related to offerings not yet paid (1) $ - $ - $ 76 Classification of other current assets to property and equipment, net $ 22 $ 34 $ 98 Classification of inventory to property and equipment $ 67 $ 32 $ 50 Classification of inventory to property and equipment $ 142 $ - $ - Supplemental disclosures of cash flow information: Cash paid for income taxes $ 113 $ 40 $ 13 Cash paid for interest $ - $ - $ 862 Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows Cash and cash equivalents $ 67,896 $ 88,337 $ 20,350 Restricted cash included in other long-term assets $ 659 $ 713 $ 704 Total Cash, cash equivalents, and restricted cash $ 68,555 $ 89,050 $ 21,054 (1) See Note 8a. (2) See Note 8f. The accompanying notes are an integral part of these consolidated financial statements. F  -  9 NOTE 1 :- GENERAL a. 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. b. 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. c. 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. d. 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. e. 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. This determination may change as new events occur and additional information is obtained. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. f. 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, 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 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. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations. F - 10 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: a. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments, and 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 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, 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. b. Financial Statements in U.S. Dollars: 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. 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 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. Non-financial assets and liabilities are re-measured at historical exchange rates. All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operations. c. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, RRI and RRG. All intercompany transactions and balances have been eliminated upon consolidation. d. Cash Equivalents: 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. e. Inventories: 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. F - 11 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 net realized value. Cost is determined as follows: Finished products - based on raw materials and manufacturing costs on an average basis. Raw materials - The weighted average cost method. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates and forecasted sales according to outstanding backlogs. Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure. When recorded, the reserves are intended to reduce the carrying value of inventory to its net realizable value. 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. f. Balances and transactions with related parties: 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. g. Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: % Computer equipment 20 - 33 (mainly 33) Office furniture and equipment 6 - 10 (mainly 10) Machinery and laboratory equipment 15 Field service units 50 Leasehold improvements Over the shorter of the lease term or estimated useful life h. Impairment of Long-Lived Assets: The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2022, 2021 and 2020, no impairment losses have been recorded. i. Restricted cash and Other long-term assets: 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. j. 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. F - 12 k. Revenue Recognition: 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 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: 1. Identify the contract with a customer The Company generally considers a purchase order or a signed quote to be a contract with a customer. 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. 2. 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. 3. 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. 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. 4. 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. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. 5. Recognize revenue when or as the Company satisfies a performance obligation 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 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. Therefore, the Company recognizes revenue in such sales upon delivery. F - 13 Revenue is recognized based on the transaction price at the time the related performance obligation is satisfied by transferring a promised product or service to a customer. The Company generally does not grant a right of return for its products. 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 Revenue (in thousands) Year Ended December 31, 2022 2021 2020 Units placed $ 5,034 $ 5,449 $ 3,620 Spare parts and warranties 477 517 773 Total Revenue $ 5,511 $ 5,966 $ 4,393 Units placed During 2022, the Company offered five products: (1) ReWalk Personal, (2) ReWalk Rehabilitation, (3) ReStore, (4) MyoCycle and (5) MediTouch. 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 revenue when it transfers control and title has passed to the customer. Each unit placed is considered an independent, unbundled performance obligation. The Company also offers a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee. Spare parts and warranties Spare parts are sold to private individuals, rehabilitation facilities and distributors. Revenue is recognized when the Company satisfies a performance obligation by transferring control over promised goods or services to the customer. Each part sold is considered an independent, unbundled performance obligation. 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 from between one year to ten years, depending on the specific product and part. F - 14 Contract balances (in thousands) December 31, December 31, 2022 2021 Trade receivable, net (1) $ 1,036 $ 585 Deferred revenue (1) (2) $ 1,191 $ 1,182 (1) Balance presented net of unrecognized revenue that were not yet collected. (2) $ 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. l. Accounting for Share-Based Compensation: The Company accounts for share-based compensation in accordance with ASC No. 718, “Compensation-Stock Compensation” (“ASC No. 718”). 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 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. 110, as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. 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. The Company accounts for options granted to consultants and other service providers under ASC No. 718. 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, 2022, 2021 and 2020 amounted to $ 993 thousand, $ 833 thousand and $ 749 thousand respectively. m. Warrants to Acquire Ordinary Shares: 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. F - 15 n. Research and Development Costs: Research and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants the Company received for research and development in the period in which the grant was received. o. Income Taxes 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. 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. ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50 % likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income. As of December 31, 2022, and 2021, the Company did not identify any significant uncertain tax positions. p. Warranty: 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. US Dollars in thousands Balance at December 31, 2021 $ 112 Provision 314 Usage ( 334 ) Balance at December 31, 2022 $ 92 q. Concentrations of Credit Risks: 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. December 31, 2022 2021 Customer A 27 % 12 % Customer B 13 % 16 % Customer C 13 % * ) Customer D 11 % * ) Customer E * ) 20 % Customer F * ) 18 % Customer G * ) 10 % *) Less than 10% F - 16 The Company’s trade receivables are geographically diversified and derived primarily from sales to customers in various countries, mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its distributors based upon a specific review of all significant outstanding invoices. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. As of December 31, 2022, and 2021 trade receivables are presented net of $ 26 thousand and $ 42 thousand allowance for doubtful accounts, respectively. r. 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”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. Total Company’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. s. Fair Value Measurements: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: ▪ Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; ▪ Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ▪ Level 3. Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value due to the short-term maturity of such instruments. t. 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 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. F - 17 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, 2022 2021 2020 Net loss $ ( 19,569 ) $ ( 12,736 ) $ ( 12,976 ) Net loss attributable to ordinary shares ( 19,569 ) ( 12,736 ) ( 12,976 ) Shares used in computing net loss per ordinary shares, basic and diluted 62,378,797 47,935,652 15,764,980 Net loss per ordinary share, basic and diluted $ ( 0.31 ) $ ( 0.27 ) $ ( 0.82 ) 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. u. 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. v. Government grants Government grants received by the Company relating to categories of operating expenditures are credited to the consolidated statements of operations during the period in which the expenditure to which they relate is charged. Royalty and non-royalty-bearing grants from the Israel Innovation Authority, or the IIA, (formerly known as the Israeli Office of the Chief Scientist), 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). F - 18 w. Leases 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 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. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items, such as initial direct costs paid or incentives received. 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. x. New Accounting Pronouncements Recently Implemented Accounting Pronouncements i. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted i. Financial Instruments In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. Topic 326 will be effective on the Company beginning on January 1, 2023. The adoption 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 components of prepaid expenses and other current assets are as follows (in thousands): December 31, 2022 2021 Government institutions $ 81 $ 207 Prepaid expenses 242 335 Advances to vendors 174 5 Other assets 152 63 $ 649 $ 610 F - 19 NOTE 4:- INVENTORIES The components of inventories are as follows (in thousands): December 31, 2022 2021 Finished products $ 2,421 $ 2,284 Raw materials 508 705 $ 2,929 $ 2,989 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 The components of property and equipment, net are as follows (in thousands): December 31, 2022 2021 Cost: Computer equipment $ 743 $ 741 Office furniture and equipment 308 301 Machinery and laboratory equipment 621 620 Field service units 1,816 1,712 Leasehold improvements 333 333 $ 3,821 $ 3,707 December 31, 2022 2021 Accumulated depreciation 3,625 3,423 Property and equipment, net $ 196 $ 284 Depreciation expenses amounted to $ 202 thousand, $ 266 thousand, and $ 285 thousand for the years ended December 31, 2022, 2021 and 2020, respectively. F - 20 NOTE 6:- LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES On December 30, 2015, the Company entered into the loan agreement (the “Loan Agreement”) with Kreos Capital V (Expert Fund) Limited (“Kreos”), pursuant to which Kreos extended a line of credit to us in the amount of $ 20 million, with interest payable monthly in arrears on any amounts drawn down at a rate of 10.75 % per year from the applicable drawdown date through the date on which all principal is repaid. As of June 30, 2017, the Company raised more than $ 20 million in connection with the issuance of its share capital and, therefore, in accordance with the terms of the Loan Agreement, the repayment period was extended from 24 months to 36 months . The principal was also reduced in connection with the issuance of the Kreos Convertible Note on June 9, 2017. Pursuant to the Loan Agreement, we granted Kreos a first priority security interest over all of our assets, including certain intellectual property and equity interests in its subsidiaries, subject to certain permitted security interests. Pursuant to the terms of the warrant, in connection with the $ 20 million drawdown under the Loan Agreement on January 4, 2016, we issued to Kreos the warrant to purchase up to 4,771 of our ordinary shares at an exercise price of $ 241.0 per share, increased to 6,679 ordinary shares on December 28, 2016. Subject to the terms of the warrant, the warrant is exercisable, in whole or in part, at any time prior to the earlier of (i) December 30, 2025, or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all our assets or shares to, any other entity or person, other than a wholly-owned subsidiary of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. On June 9, 2017, the Company and Kreos entered into the First Amendment, under which $ 3.0 million of the outstanding principal under the Loan Agreement became subject to repayment pursuant to the senior secured Kreos Convertible Note issued on June 9, 2017. On November 20, 2018, the Company and Kreos entered into the Second Amendment of the Loan Agreement, in which the Company repaid Kreos the $ 3.6 million other related payments, including prepayment costs and end of loan payments, terminating the Kreos Note, by issuing to Kreos 192,000 units and 288,000 pre-funded units as part of an underwritten public offering at the public offering prices, and the parties agreed to revise the principal and the repayment schedule under the Kreos Loan. Additionally, Kreos and the Company entered into the Kreos Warrant Amendment, which amended the exercise price of the warrant to purchase 6,679 ordinary shares currently held by Kreos from $ 241.0 to $ 7.50 . On June 5, 2019, and June 6, 2019, the Company entered into warrant exercise agreements with certain institutional investors of warrants to purchase the Company’s ordinary shares, pursuant to which, Kreos agreed to exercise in cash their November 2018 warrants at the existing exercise price of $ 7.50 per share. Under the exercise agreements, the Company also agreed to issue to Kreos new warrants to purchase up to 480,000 ordinary shares at an exercise price of $ 7.50 per share and exercise period of five years. On December 29, 2020, the Company repaid in full the remaining loan principal amount to Kreos including the end of loan payments, and by that discharged all of its obligations to Kreos and as of December 31, 2020, the outstanding principal amount under the Kreos Loan Agreement was zero. The Company recorded interest expense in the amount of $ 907 thousand during the fiscal year ended December 31, 2020. NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES a. Purchase commitment: The Company has contractual obligations to purchase goods from its contract manufacturer as well as raw materials from different vendors. Purchase obligations do not include contracts that may be canceled without penalty. As of December 31, 2022, non-cancelable outstanding obligations amounted to approximately $ 1.9 million. b. Operating lease commitment: (i) 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. F - 21 (ii) 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, 2022 are as follows (in thousands): 2023 $ 603 2024 356 2025 47 Total lease payments 1,006 Less: imputed interest ( 109 ) Present value of future lease payments 897 Less: current maturities of operating leases ( 564 ) Non-current operating leases $ 333 Weighted-average remaining lease term (in years) 1.43 Weighted-average discount rate 12.3 % Total lease expenses for the years ended December 31, 2022, 2021 and 2020 were $ 739 thousand, $ 730 thousand, and $ 764 thousand, respectively. c. Royalties: 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. The royalty payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the applicable products and in the absence of such sales, no payment is required. Additionally, the License Agreement requires the Company to pay Harvard royalties on net sales, see Note 9 below for more information about the Collaboration Agreement and the License Agreement. 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. As of December 31, 2022, the contingent liability to the IIA amounted to $ 1.6 million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA. Such approval is not required for the sale or export of any products resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases: (a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer); (b) the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how; (c) such transfer of IIA-funded know-how arises in connection with certain types of cooperation in research and development activities; or (d) If such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient. F - 22 d. Liens 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. e. 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. NOTE 8: - SHAREHOLDERS’ EQUITY a. Equity raise: Follow-on offerings On February 10, 2020, the Company closed a “best efforts” public offering whereby the Company issued an aggregate of 5,600,000 of common units and pre-funded units at a public offering price of $ 1.25 per common unit and $ 1.249 per pre-funded unit. As part of the public offering, the Company entered into a securities purchase agreement with certain institutional purchasers. Each common unit consisted of one ordinary share, par value NIS 0.25 per share, and one common warrant to purchase one ordinary share. Each of the 1,546,828 pre-funded unit consisted of one pre-funded warrant to purchase one ordinary share and one common warrant. Additionally, the Company issued warrants to purchase up to 336,000 ordinary shares, with an exercise price of $ 1.5625 per share, to representatives of H.C. Wainwright as compensation for its role as the placement agent in the Company’s February 2020 offering. During the three months ended March 31, 2020, all pre-funded warrants to purchase ordinary shares were exercised. 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. Wainwright. On July 6, 2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 4,938,278 ordinary shares, par value NIS 0.25 per share, at a price of $ 1.8225 per ordinary share and (ii) warrants to purchase up to 2,469,139 ordinary shares with an exercise price of $ 1.76 per share, exercisable from July 6, 2020, until January 6, 2026 . Additionally, the Company issued warrants to purchase up to 296,297 ordinary shares, with an exercise price of $ 2.2781 per share, exercisable from July 6, 2020, until July 2, 2025 , to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in its July 2020 registered direct offering. As of December 31, 2022, a total of 2,020,441 common warrants to purchase ordinary shares were exercised. On December 3, 2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 5,579,776 ordinary shares, par value NIS 0.25 per share, at a price of $ 1.4337 per ordinary share and (ii) warrants to purchase up to 4,184,832 ordinary shares with an exercise price of $ 1.34 per share, exercisable from December 8, 2020, until June 8, 2026 . Additionally, the Company issued warrants to purchase up to 334,787 ordinary shares, with an exercise price of $ 1.7922 per share, exercisable from December 8, 2020, until June 8, 2026 , to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in its December 2020 registered direct offering. As of December 31, 2022, a total of 3,598,072 common warrants to purchase ordinary shares were exercised, additionally 225,981 common warrants to purchase ordinary shares were exercised to representatives of H.C. Wainwright. On February 19, 2021, the Company entered into a purchase agreement with certain institutional and other accredited investors for the issuance and sale of 10,921,502 ordinary shares, par value NIS 0.25 per share at $ 3.6625 per ordinary share and warrants to purchase up to an aggregate of 5,460,751 ordinary shares with an exercise price of $ 3.6 per share, exercisable from February 19, 2021, until August 26, 2026 . Additionally, the Company issued warrants to purchase up to 655,290 ordinary shares, with an exercise price of $ 4.578125 per share, exercisable from February 19, 2021, until August 26, 2026 , to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our February 2021 private placement offering. F - 23 On September 27, 2021, the Company signed a purchase agreement with certain institutional investors for the issuance and sale of 15,403,014 ordinary shares, par value NIS 0.25 per share, pre-funded warrants to purchase up to an aggregate of 610,504 ordinary shares and ordinary warrants to purchase up to an aggregate of 8,006,759 ordinary shares at an exercise price of $ 2.00 per share. The Pre-Funded Warrants have an exercise price of $0.001 per Ordinary Share and are immediately exercisable and can be exercised at any time after their original issuance until such pre-funded warrants are exercised in full. Each ordinary shares was sold at an offering price of $2.035 and each pre-funded warrant was sold at an offering price of $2.034 (equal to the purchase price per ordinary share minus the exercise price of the pre-funded warrant). The offering of the ordinary shares, the pre-funded warrants and the ordinary shares that are issuable from time to time upon exercise of the pre-funded warrants was made pursuant to the Company's shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (“SEC”) on May 9, 2019, and declared effective by the SEC on May 23, 2019, and the ordinary warrants were issued in a concurrent private placement. The ordinary warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five and one-half years from the date of issuance. All of the pre-funded warrants were exercised in full on September 27, 2021, and the offering closed on September 29, 2021. Additionally, the Company issued warrants to purchase up to 960,811 ordinary shares, with an exercise price of $ 2.5438 per share, exercisable from September 27, 2021, until September 27, 2026, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our September 2021 registered direct offering. 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. b. 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 (“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. 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. A summary of employee and non-employee shares options activity during the fiscal year ended 2022 is as follows: Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding at the beginning of the year 61,832 $ 38.34 4.55 $ - Granted - - - - Exercised - - - - Forfeited ( 17,838 ) 31.13 - - Options outstanding at the end of the year 43,994 $ 41.27 4.39 $ - Options exercisable at the end of the year 43,217 $ 41.91 4.36 $ - F - 24 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: Number of shares underlying outstanding RSUs Weighted- average grant date fair value Unvested RSUs at the beginning of the year 1,356,284 1.61 Granted 2,152,757 1.00 Vested ( 543,343 ) 1.51 Forfeited ( 210,641 ) 1.53 Unvested RSUs at the end of the year 2,755,057 1.16 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. 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. 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 Options and RSUs Outstanding as of December 31, 2022 Weighted average remaining contractual life (years) (1) Options Exercisable as of December 31, 2022 Weighted average remaining contractual life (years) (1) RSUs only 2,755,057 - - - $ 5.37 12,425 6.24 11,648 6.24 $ 20.42 - $ 33.75 13,317 5.21 13,317 5.21 $ 37.14 -$ 38.75 8,946 0.98 8,946 0.98 $ 50 -$ 52.5 6,731 4.46 6,731 4.46 $ 182.5 -$ 524.25 2,575 2.85 2,575 2.85 2,799,051 4.39 43,217 4.36 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. c. Equity compensation issued to consultants: The Company granted 47,522 fully vested RSUs during the fiscal year ended December 31, 2022, to non-employee consultants. As of December 31, 2022, there are no outstanding options or RSUs held by non-employee consultants. F - 25 d. Share-based compensation expense for employees and non-employees: The Company recognized share-based compensation expense in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 16 $ 10 $ 8 Research and development, net 94 55 136 Sales and marketing, net 250 171 163 General and administrative 633 597 442 Total $ 993 $ 833 $ 749 e. 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. f. Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Issuance date Warrants outstanding Exercise price per warrant Warrants outstanding and exercisable Contractual term (number) (number) December 31, 2015 (1) 4,771 $ 7.500 4,771 See footnote (1) December 28, 2016 (2) 1,908 $ 7.500 1,908 See footnote (1) November 20, 2018 (3) 126,839 $ 7.500 126,839 November 20, 2023 November 20, 2018 (4) 106,680 $ 9.375 106,680 November 15, 2023 February 25, 2019 (5) 45,600 $ 7.187 45,600 February 21, 2024 April 5, 2019 (6) 408,457 $ 5.140 408,457 October 7, 2024 April 5, 2019 (7) 49,015 $ 6.503 49,015 April 3, 2024 June 5, 2019, and June 6, 2019 (8) 1,464,665 $ 7.500 1,464,665 June 5, 2024 June 5, 2019 (9) 87,880 $ 9.375 87,880 June 5, 2024 June 12, 2019 (10) 416,667 $ 6.000 416,667 December 12, 2024 June 10, 2019 (11) 50,000 $ 7.500 50,000 June 10, 2024 February 10, 2020 (12) 28,400 $ 1.250 28,400 February 10, 2025 February 10, 2020 (13) 105,840 $ 1.563 105,840 February 10, 2025 July 6, 2020 (14) 448,698 $ 1.760 448,698 January 2, 2026 July 6, 2020 (15) 296,297 $ 2.278 296,297 January 2, 2026 December 8, 2020 (16) 586,760 $ 1.340 586,760 June 8, 2026 December 8, 2020 (17) 108,806 $ 1.792 108,806 June 8, 2026 February 26, 2021 (18) 5,460,751 $ 3.600 5,460,751 August 26, 2026 February 26, 2021 (19) 655,290 $ 4.578 655,290 August 26, 2026 September 29, 2021 (20) 8,006,759 $ 2.000 8,006,759 March 29, 2027 September 29, 2021 (21) 960,811 $ 2.544 960,811 September 27, 2026 19,420,894 19,420,894 (1) 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. F - 26 (2) Represents common warrants that were issued as part of the $ 8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. (3) Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018. (4) 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. (5) 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. (6) 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. (7) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering. (8) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively. (9) 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. (10) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019. (11) 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. (12) 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. (13) 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. (14) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. 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. (15) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering. (16) Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. 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. F - 27 (17) 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. (18) Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021. (19) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement. (20) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021. (21) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. F - 28 NOTE 9: - 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. The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim of the licensed patents. As of December 31, 2022, the Company achieved three of the milestones which represent all development milestones under the License Agreement. The Company continues to evaluate the likelihood that the other milestones will be achieved on a quarterly basis. The Company 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. F - 29 NOTE 10: - 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. The terms of the PPP Loan were subsequently revised in accordance with the provisions of the Paycheck Protection Flexibility Act of 2020, or the PPP Flexibility Act, which was enacted on June 5, 2020. The PPP loan provides for an interest rate of 1.00 % per year and matures two years after the date of initial disbursement, with initial principal and interest payments coming due late in fiscal 2021. The PPP loan may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020. Under the terms of the CARES Act and the PPP Flexibility Act, the Company may apply for and be granted forgiveness for all or a portion of loan granted under the PPP loan, with such forgiveness to be determined, subject to limitations (including where employees of the Company have been terminated and not re-hired by a certain date), based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in regulations and guidelines adopted by the SBA. On September 29, 2020, the Company applied for loan forgiveness and on November 6, 2020, the Company received confirmation of its PPP Note forgiveness. Forgiveness is booked as other income within the marketing and sales expenses because it was granted and used for payroll, rent, and utility costs related to sales efforts. NOTE 11:- INCOME TAXES The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. a. Corporate tax rates in Israel: Presented hereunder are the tax rates relevant to the Company in the years 2020-2022: The Israeli statutory corporate tax rate and real capital gains were 23 % in the years 2020-2022. b. Income (loss) before taxes on income is comprised as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ ( 19,110 ) $ ( 12,780 ) $ ( 12,992 ) Foreign 8 138 67 $ ( 19,102 ) $ ( 12,642 ) $ ( 12,925 ) c. Taxes on income are comprised as follows (in thousands): Year Ended December 31, 2022 2021 2020 Current $ 151 $ 123 $ 95 Deferred 316 ( 29 ) ( 44 ) $ 467 $ 94 $ 51 Year Ended December 31, 2022 2021 2020 Domestic $ - $ - $ - Foreign 467 94 51 $ 467 $ 94 $ 51 F - 30 d. Deferred income taxes (in thousands): Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets as of December 31, 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. The Company intends to reinvest these earnings indefinitely in the foreign subsidiaries. As a result, the Company has not provided for any deferred income taxes. December 31, 2022 2021 Deferred tax assets: Carry forward tax losses $ 50,833 $ 47,323 Research and development carry forward expenses-temporary differences 844 718 Accrual and reserves 392 373 Share based compensation 456 - Lease liabilities 214 261 Total deferred tax assets 52,739 48,675 Deferred tax liabilities: Right-of-use asset ( 214 ) ( 261 ) Net deferred tax assets 52,525 48,414 Valuation allowance ( 52,525 ) ( 48,098 ) Net deferred tax assets $ - $ 316 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): Year Ended December 31, 2022 2021 2020 Balance at beginning of year $ ( 48,098 ) $ ( 42,941 ) $ ( 36,392 ) Changes due to exchange rate differences 1,418 ( 1,488 ) ( 2,929 ) Adjustment previous year loss ( 14 ) - - Additions during the year ( 5,831 ) ( 3,669 ) ( 3,620 ) Balance at end of year $ ( 52,525 ) $ ( 48,098 ) $ ( 42,941 ) F - 31 e. Reconciliation of the theoretical tax expenses: A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense (benefit) as reported in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Loss before taxes, as reported in the consolidated statements of operations $ ( 19,102 ) $ ( 12,642 ) $ ( 12,925 ) Statutory tax rate 23.0 % 23.0 % 23.0 % Theoretical tax benefits on the above amount at the Israeli statutory tax rate $ ( 4,393 ) $ ( 2,908 ) $ ( 2,973 ) Income tax at rate other than the Israeli statutory tax rate ( 2 ) 7 3 Non-deductible expenses including equity-based compensation expenses and other   262 102 185 Operating losses and other temporary differences for which valuation allowance was provided 5,375 3,669 3,620 Permanent differences ( 775 ) ( 784 ) ( 706 ) Other - 8 ( 78 ) Actual tax expense $ 467 $ 94 $ 51 f. Foreign tax rates: Taxable income of RRI was subject to tax at the rate of 21 % in 2022, 2021 and 2020. Taxable income of RRG was subject to tax at the rate of 30 % in 2022, 2021, and 2020. g. 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. Income not eligible for Beneficiary Enterprise benefits is taxed at a regular rate. Income derived from Beneficiary Enterprise from productive activity will be exempt from tax for ten years from the year in which the Company first has taxable income, providing that 12 years have not passed from the beginning of the year of election. 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. h. Tax assessments: 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. i. Net operating carry-forward losses for tax purposes: 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. F - 32 NOTE 12: - FINANCIAL EXPENSES (INCOME), NET The components of financial expenses (income), net were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Foreign currency transactions and other $ ( 22 ) $ ( 38 ) $ ( 9 ) Financial expenses related to loan agreement with Kreos - - 907 Bank commissions 22 25 23 $ * ) $ ( 13 ) $ 921 *) Represent an amount lower than $1. NOTE 13: - 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. 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 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, 2022 2021 2020 Revenue based on customer’s location: Israel $ 32 $ - $ - United States 2,303 2,519 1,746 Europe 3,057 3,381 2,631 Asia-Pacific 115 60 8 Latin America - - 6 Africa 4 6 2 Total revenue $ 5,511 $ 5,966 $ 4,393 December 31, 2022 2021 Long-lived assets by geographic region: Israel $ 757 $ 629 United States 231 493 Germany 44 43 $ 1,032 $ 1,165 (*) Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets. Major customers data as a percentage of total revenue: Year Ended December 31, 2022 2021 2020 Customer A 14.2 % * ) 10.0 % Customer B * ) 11.0 % * ) *) Less than 10% NOTE 14: SUBSEQUENT EVENTS In January 2023, the Company repurchased an additional 730,350 of its ordinary shares for an aggregate consideration of $ 628 thousand. F - 33