Lifeward Ltd. Files S-1, Former ReWalk Robotics

TL;DR

Lifeward (ex-ReWalk) filed S-1. Warrants expire Dec 2025.

AI Summary

Lifeward Ltd. (formerly ReWalk Robotics Ltd.) has filed an S-1 form with the SEC. The company, specializing in orthopedic, prosthetic, and surgical appliances, is based in Marlborough, MA. The filing indicates a former company name change from Argo Medical Technologies Ltd. in 2014. It also mentions warrants granted to Kreos Capital V (Expert) Fund Limited exercisable until December 30, 2025.

Why It Matters

This S-1 filing signals Lifeward Ltd.'s intention to potentially raise capital or undergo significant corporate changes, impacting investors and the medical device market.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate events like IPOs or secondary offerings, which carry inherent market and execution risks.

Key Numbers

• $7.500 — Warrant Exercise Price (This is the price at which Kreos Capital V can purchase ordinary shares.)
• December 30, 2025 — Warrant Expiration (This is the deadline for exercising the granted warrants.)

Key Players & Entities

• Lifeward Ltd. (company) — Filer of the S-1
• ReWalk Robotics Ltd. (company) — Former name of Lifeward Ltd.
• Argo Medical Technologies Ltd. (company) — Earlier former name of Lifeward Ltd.
• Kreos Capital V (Expert) Fund Limited (company) — Recipient of warrants
• $7.500 (dollar_amount) — Exercise price of warrants
• December 30, 2025 (date) — Expiration date for warrants

FAQ

Key Financial Figures

• $5.4 m — e, which will total up to approximately $5.4 million, based on the January 2025 Warran
• $1.39 — Capital Market on February 5, 2025 was $1.39 per Ordinary Share. INVESTING IN OUR O
• $19 million — a cash purchase price of approximately $19 million at closing and additional cash earnouts
• $4 million — initially estimated to be approximately $4 million in the aggregate) may be paid based upo
• $2.75 — Ordinary Shares at an exercise price of $2.75 (the "January 2025 Institutional Warran
• $3.4375 — Ordinary Shares at an exercise price of $3.4375 per share (the "January 2025 HCW Warran
• $187.94 — at a weighted average exercise price of $187.94 per share and 327,243 Ordinary Shares u
• $52.50 — Ordinary Shares at an exercise price of $52.50 per share, which were granted on Decemb
• $8.75 — Ordinary Shares at an exercise price of $8.75 per share, which were issued to certain
• $10.94 — Ordinary Shares at an exercise price of $10.94 per share, which were issued to the rep
• $12.32 — Ordinary Shares at an exercise price of $12.32 per share, which were issued to certain

Filing Documents

• zk2532632.htm (S-1) — 2744KB
• exhibit_5-1.htm (EX-5.1) — 8KB
• exhibit_23-1.htm (EX-23.1) — 4KB
• exhibit_107.htm (EX-FILING FEES) — 25KB
• image0.jpg (GRAPHIC) — 68KB
• image00001.jpg (GRAPHIC) — 78KB
• image00002.jpg (GRAPHIC) — 14KB
• image00003.jpg (GRAPHIC) — 724KB
• image00004.jpg (GRAPHIC) — 556KB
• image00006.jpg (GRAPHIC) — 3KB
• image2.jpg (GRAPHIC) — 516KB
• 0001178913-25-000411.txt ( ) — 16444KB
• lfwd-20231231.xsd (EX-101.SCH) — 101KB
• lfwd-20231231_cal.xml (EX-101.CAL) — 69KB
• lfwd-20231231_def.xml (EX-101.DEF) — 249KB
• lfwd-20231231_lab.xml (EX-101.LAB) — 890KB
• lfwd-20231231_pre.xml (EX-101.PRE) — 443KB
• zk2532632_htm.xml (XML) — 1984KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 41

USE OF PROCEEDS

USE OF PROCEEDS 43 Market For Ordinary Shares 44

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operation 44

Business

Business 54 Management 79

Executive Compensation

Executive Compensation 89 Certain Relationships and Related Transactions 98

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Description of Ordinary Shares 105 MATERIAL TAX CONSIDERATIONS 110 SELLING SHAREHOLDERS 118 PLAN OF DISTRIBUTION 120 LEGAL MATTERS 121 EXPERTS 121 WHERE YOU CAN FIND MORE INFORMATION 121 ENFORCEABILITY OF CIVIL LIABILITIES 122 i ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or any amendment. We have not, and the selling shareholders have not, authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. We and the selling shareholders take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus is accurate only as of the date on the cover page, regardless of the time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since those dates. For investors outside the United States: We have not done anything that would permit offerings under this prospectus, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside of the United States. Unless the context clearly indicates otherwise, references in this prospectus to "we," "our," "ours," "us," "the Company" and "Lifeward" refer to Lifeward Ltd. and its subsidiaries. INDUSTRY AND MARKET DATA This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of Ordinary Shares by the selling shareholders. We will, however, receive the proceeds of any Warrants exercised for cash in the future. Such net proceeds will be up to approximately $5.4 million, based on the January 2025 Warrants' exercise prices. See "Use of Proceeds" in this prospectus. 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.

Risk factors

Risk factors You should carefully consider the risk factors described in the section of this prospectus entitled "Risk Factors," together with all of the other information included in this prospectus, before deciding to purchase our Ordinary Shares. 5 Ordinary Shares Outstanding and Other Outstanding Warrants The total number of Ordinary Shares we disclose as outstanding before this offering excludes all 1,927,274 Ordinary Shares underlying the January 2025 Warrants, and the total number of shares we disclose as outstanding after this offering assumes that the selling shareholders will exercise all such January 2025 Warrants prior to reselling the Ordinary Shares issued upon such exercises. Additionally, unless otherwise stated in this prospectus, the total number of Ordinary Shares outstanding both before and after this offering is based on 10,626,799 shares outstanding as of January 8, 2025 and excludes: 331,816 Ordinary Shares reserved for issuance under our equity incentive plans, of which there were outstanding options to purchase 4,573 Ordinary Shares at a weighted average exercise price of $187.94 per share and 327,243 Ordinary Shares underlying unvested RSUs; 953 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $52.50 per share, which were granted on December 31, 2015 and December 28, 2016 to Kreos Capital V (Expert Fund) Limited, and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) an "M&A Transaction," as defined in the warrant; 4,054 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $8.75 per share, which were issued to certain institutional investors in the private placement on February 10, 2020 and may be exercised until February 5, 2025, subject to the terms thereof; 15,120 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $1

View Full Filing

View this S-1 filing on SEC EDGAR