Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our ordinary shares began trading publicly on The Nasdaq Global Market on September
12, 2014 under the symbol “RWLK” and were transferred for listing on The Nasdaq Capital Market effective May 25, 2017. In
January 2024, the symbol for our ordinary shares was changed to “LFWD”. As of February 23, 2024, we had approximately 278,478
shareholders of record.
Dividend Policy
We have never declared or paid any cash dividends on our ordinary
shares. We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any,
to finance operations and expand our business. Any future determination relating to our dividend policy will be made at the discretion
of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial condition
and future prospects and other factors our board of directors may deem relevant. The distribution of dividends may also be limited by
Israeli law, which permits the distribution of dividends only out of retained earnings or otherwise upon the permission of an Israeli
court.
Israeli Taxes Applicable to U.S. Holders
A non-Israeli resident who derives capital gains from the sale
of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel
will be exempt from Israeli tax so long as (amongst other things) the shares were not held through a permanent establishment that the
non-resident maintains in Israel. A partial exemption may be available for non-Israeli resident shareholders who acquired their shares
prior to the issuer’s initial public offering.
However, non-Israeli corporations will not be entitled to the foregoing
exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation or (ii) are the beneficiaries
of, or are entitled to, 25% or more of the revenue or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption
is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be a business income. Additionally,
under the United States-Israel Tax Treaty, or the treaty, the sale, exchange or other disposition of shares by a shareholder who (i) is
a U.S. resident (for purposes of the treaty), (ii) holds the shares as a capital asset, and (iii) is entitled to claim the benefits afforded
to such person by the treaty, is generally exempt from Israeli capital gains tax. Such exemption will not apply if: (i) the capital
gain arising from the sale, exchange or other disposition can be attributed to a permanent establishment in Israel; (ii) the shareholder
holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding
the disposition, subject to certain conditions; or (iii) such U.S. resident is an individual and was present in Israel for 183 days
or more during the relevant taxable year. In such case, the sale, exchange, or disposition of our ordinary shares should be subject to
Israeli tax, to the extent applicable; however, under the treaty, the taxpayer would be permitted to claim a credit for such taxes against
the U.S. federal income tax imposed with respect to such sale, exchange, or disposition, subject to the limitations under U.S. law applicable
to foreign tax credits. The treaty does not relate to U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli
tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source.
If the above exemptions from capital gains tax are not available, individuals will be subject to a 25% tax rate on real capital gains
derived from the sale of shares as long as the individual is not a substantial shareholder of the corporation issuing the shares (in which
case the individual will be subject to a 30% tax rate), and corporations will be subject to a 23% corporate tax rate. A substantial shareholder
is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a
permanent basis, holds, directly or indirectly, at least 10% of any of the means of control of the corporation, including the right to
vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of
the aforesaid rights how to act, regardless of the source of such right. The determination of whether the individual is a substantial
shareholder will be made on the date on which the securities are sold. In addition, the individual will be deemed to be a substantial
shareholder if at any time during the 12 months preceding the date of the sale he or she was a substantial shareholder.
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Dividends paid on publicly traded shares, like our ordinary shares,
to non-Israeli residents are generally subject to Israeli income tax at the rate of 25%, or 30% if the recipient of the dividend was a
substantial shareholder at the time of distribution or at any time during the prior 12-month period. Such dividends are generally subject
to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial
shareholder or not), unless a different rate is provided under an applicable tax treaty, provided that a certificate from the Israeli
Tax Authority allowing for a reduced withholding tax rate is obtained in advance. Under the United States-Israel Tax Treaty, the maximum
rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of
the treaty) is 25%. The treaty provides for reduced tax rates on dividends if (a) the shareholder is a U.S. corporation holding at least
10% of our issued voting power during the part of the tax year that precedes the date of payment of the dividend and held such minimal
percentage during the whole of its prior tax year, and (b) not more than 25% of the Israeli company’s gross income consists of interest
or dividends, other than dividends or interest received from subsidiary corporations or corporations 50% or more of the outstanding voting
shares of which is owned by the Israeli company. The reduced treaty rate, if applicable, is 15% in the case of dividends paid from income
derived from a Beneficiary or Preferred Enterprise (which is entitled to corporate tax benefits) or 12.5% otherwise. We cannot assure
you that in the event we declare a dividend we will designate the income out of which the dividend is paid in a manner that will reduce
shareholders’ tax liability. If the dividend is attributable partly to income derived from a Beneficiary or Preferred Enterprise
and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of
income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for U.S. federal
income tax purposes in the amount of the taxes withheld.
Individuals who are subject to tax in Israel are also subject to
an additional tax at the rate of 3% on annual income exceeding a certain threshold (NIS 721,560 for 2024, linked to the annual change
in the Israeli Consumer Price Index), including, but not limited to, income derived from dividends, interest, and capital gains.
Recent Sales of Unregistered Equity Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6.
[RESERVED]