REWALK ROBOTICS LTD. – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
audited consolidated financial statements and the related notes included
elsewhere in this annual report. This discussion contains forward-looking
statements that are based on our management's current expectations, estimates
and projections for our business, which are subject to a number of risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of many factors, including those
set forth under "Special Note Regarding Forward-Looking Statements and "Part I.
Item 1A. Risk Factors."

Overview

We are 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 ("SCI Products").
These devices are robotic exoskeletons that are designed for individuals with
paraplegia that use our patented tilt-sensor technology and an onboard 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 disabilities due to stroke. During the second
quarter of 2020, we finalized and moved to implement 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 the U.S.
Department of Veterans Affairs ("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 refer to the MediTouch and MyoCycle devices as our
"Distributed Products." 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.

We are in the research stage of ReBoot, a personal soft exo-suit for home and
community use by individuals post-stroke, and we are currently evaluating the
reimbursement landscape and the potential clinical impact of this device. This
product would be a complementary product to ReStore as it provides active
assistance to the ankle during plantar flexion and dorsiflexion for gait and
mobility improvement in the home environment, and it received Breakthrough
Device Designation from the U.S. Food and Drug Administration ("FDA") in
November 2021.  Further investment in the development path of the ReBoot has
been temporarily paused in 2023 pending further determination about the clinical
and commercial opportunity of this device.

Our principal markets are the United States and Europe. In Europe, we have a
direct sales operation in Germany and work with distribution partners in certain
other major countries. We have offices in Marlborough, Massachusetts, Berlin,
Germany and Yokneam, Israel, from where we operate our business.

We have in the past generated and expect to generate in the future revenue from
a combination of third-party payors (including private and government payors)
and self-pay individuals. While a broad uniform policy of coverage and
reimbursement by third-party commercial payors currently does not exist in the
United States for exoskeleton technologies such as the ReWalk Personal
Exoskeleton, we are pursuing various paths of reimbursement and support
fundraising efforts by institutions and clinics, such as the VA policy that was
issued in December 2015 for the evaluation, training, and procurement of ReWalk
Personal exoskeleton systems for all qualifying veterans suffering from spinal
cord injury ("SCI") across the United States.


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 We have also been pursuing updates with the Centers for Medicare and Medicaid
Services ("CMS"), to clarify the Medicare coverage category (i.e., benefit
category) applicable for personal exoskeletons. In 2021, the National Spinal
Cord Injury Statistical Center ("NSCISC") reported the Medicare and Medicaid are
the primary payors for approximately 56% of the spinal cord injury population
which are at least five years post their injury date. In July 2020, following a
successful submission and hearing process, a code was issued for ReWalk Personal
Exoskeleton (effective October 1, 2020), which may be used for purposes of claim
submission to Medicare, Medicaid, and other payors.  We are currently seeking a
nationwide Medicare benefit category determination from CMS to designate the
relevant Medicare benefit category.  CMS has stated that, until a nationwide
benefit category determination is issued, coverage and payment can be
adjudicated on a case-by-case basis by the Medicare Administrative contractors
("MACs").

In Germany, we continue to make progress toward achieving coverage from the
various government, private and worker's compensation payors for our SCI
products. In September 2017, each of German insurer BARMER GEK ("BARMER") and
national social accident insurance provider Deutsche Gesetzliche
Unfallversicherung ("DGUV"), indicated that they will provide coverage to users
who meet certain inclusion and exclusion criteria. In February 2018, the head
office of German Statutory Health Insurance ("SHI") Spitzenverband ("GKV")
confirmed their decision to list the ReWalk Personal Exoskeleton system in the
German Medical Device Directory. This decision means that ReWalk is listed among
all medical devices for compensation, which SHI providers can procure for any
approved beneficiary on a case-by-case basis. During the year 2020 and 2021, we
announced several new agreements with German SHIs, including TK and DAK
Gesundheit, as well as the first German Private Health Insurer ("PHI"), which
outline the process of obtaining our devices for eligible insured patients. We
are also currently working with several additional SHIs on securing a formal
operating contract that will establish the process of obtaining a ReWalk
Personal Exoskeleton for their beneficiaries within their system.  Additionally,
to date, several private insurers in the United States and Europe are
providing reimbursement for ReWalk in certain cases.

Components of Our Statements of Operations

Revenue

We currently rely, and in the future will rely, on sales and rentals of our
ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices, and sales of our
ReStore exo-suit device, additional Distributed Products such as the MyoCycle,
and related extended service contracts for the SCI Products. Our revenue is
generated from a combination of third-party payors, including private and
government employers, institutions, and self-payors. Payments for our products
by third party payors have been made primarily through case-by-case
determinations. Third-party payors include, without limitation, private
insurance plans and managed care programs, government programs including the VA,
and worker's compensation payments. We expect that third-party payors will be an
increasingly important source of revenue in the future as we seek to clarify the
Medicare coverage category (i.e., benefit category) applicable for personal
exoskeletons. In December 2015, the VA issued a national policy for the
evaluation, training, and procurement of ReWalk Personal exoskeleton systems for
all qualifying veterans across the United States. The VA policy is the first
national coverage policy in the United States for qualifying individuals who
have suffered spinal cord injury.

 ReWalk Personal and ReWalk Rehabilitation systems are generally covered by a
five-year warranty from the date of purchase, which is included in the purchase
price. The warranty covers all elements of the systems, including the batteries,
other than normal wear and tear. Our ReStore device is sold with a two-year
warranty. Warranties for our Distributed Products warranty range between one
year to ten years depending on the specific product and part.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of systems purchased from our outsourced
manufacturer, Sanmina.  Cost of revenue also includes internal costs such as
salaries and related personnel costs including non-cash share-based
compensation, manufacturing and inventory management, training and inspection,
warranty and service activities, freight costs, and reserves for excess and
obsolete inventory, when necessary. The cost of revenue also includes royalties
and expenses related to royalty-bearing research and development grants.

Our gross profit and gross margin (defined as gross profit as a percentage of
revenue) are influenced by a number of factors, including primarily the volume
and price of our products sold, fluctuations in the mix of products sold, and
variability in our cost of revenue. We expect gross profit and gross margin will
expand in the future as we increase our revenue volumes and realize operating
efficiencies associated with greater scale which will reduce the cost of revenue
as a percentage of revenue.


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Operating Expenses

Research and Development Expenses, Net

Research and development expenses, net consist primarily of salaries and related
personnel costs including share-based compensation, supplies, materials, and
consulting expenses associated with to product design and development, clinical
studies, regulatory submissions, patent costs, sponsored research and other
related activities. We expense all research and development expenses as they are
incurred.

Research and development expenses are presented net of the amount of any grants
we receive for research and development in the period in which we receive the
grant. We previously received grants and other funding from the Israel
Innovation Authority, (formerly known as the Office of the Chief Scientist)
("IIA"). Certain of those grants require us to pay royalties on sales of certain
systems, which are recorded as cost of revenue. We may receive additional
funding from these entities or others in the future. See "Grants and Other
Funding" below.

Sales and Marketing Expenses

Our sales and marketing expenses consist primarily of salaries and related
personnel costs including share-based compensation for sales, sales support,
marketing, and reimbursement related activities, travel, marketing,
advertisement, tradeshows and conferences, lobbying, and public relations
activities.

General and Administrative Expenses

Our general and administrative expenses consist primarily of salaries and
related personnel costs including share-based compensation for our
administrative, finance, and general management personnel, professional
services, and insurance.

Financial Expenses (Income), Net

Financial income and expenses consist of bank commissions, foreign exchange
gains and losses, interest earned on investments in short term deposits,
interest expenses related to the Loan Agreement (as defined below) with Kreos
(as defined below).

Interest income consists of interest earned on our cash and cash equivalent
balances. Interest expense consists of interest accrued on, and certain other
costs with respect to any indebtedness. Foreign currency exchange changes
reflect gains or losses related to transactions denominated in currencies other
than the U.S. dollar.

On December 30, 2015, we entered into a 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 $20.0 million. In connection
with the Loan Agreement, we issued to Kreos a warrant to purchase up to 4,771 of
our ordinary shares at an exercise price of $241.00 as we drew down $12.0
million under the Loan Agreement, which amount was increased to 6,679 ordinary
shares upon an additional drawdown of $8.0 million. On June 9, 2017, $3.0
million of the outstanding principal amount was extended by an additional three
years with the same interest rate and became subject to repayment in accordance
with, and subject to the terms of a secured convertible promissory note (the
"Kreos Convertible Note"). On November 20, 2018, we agreed to repay $3.6 million
to Kreos in satisfaction of all outstanding indebtedness under the Kreos
Convertible Note and other related payments, including prepayment costs and end
of loan payments and Kreos agreed to terminate the Kreos Convertible Note. We
repaid Kreos the $3.6 million by issuing to Kreos 192,000 units (each unit
consisting of one ordinary share and one warrant to purchase one ordinary share)
and 288,000 pre-funded units (each pre-funded unit consisting of one pre-funded
warrant to purchase one ordinary share and one warrant to purchase one ordinary
share) at the a public offering price of $0.30 and $0.29, respectively, for an
aggregate price of $3.6 million (including the aggregate exercise price for the
ordinary shares to be received upon exercise of the pre-funded warrants,
assuming Kreos exercises all of the pre-funded warrants it purchased as part of
our public offering. We and Kreos also agreed to revise the principal and the
repayment schedule under the Kreos Loan Agreement. Additionally, we entered into
the Kreos Warrant Amendment with Kreos, which amended the exercise price of the
warrant to purchase 6,679 ordinary shares currently held by Kreos from $241.00
to $7.50. On December 29, 2020, we repaid in full the remaining loan principal
amount to Kreos including the end of loan payments, and by that discharged all
of our obligations to Kreos.

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For further discussion of the Loan Agreement with Kreos, see "-Liquidity and
Capital Resources" below and also Note 6 to our audited consolidated financial
statements below.

Taxes on Income

As of December 31, 2022, we had not yet generated taxable income in Israel. As
of that date, our net operating loss carry forwards for Israeli tax purposes
amounted to approximately $220.9 million. After we utilize our net operating
loss carryforwards, we are eligible for certain tax benefits in Israel under the
Law for the Encouragement of Capital Investments, 1959. Our benefit period
currently ends ten years after the year in which we first have taxable income in
Israel provided that the benefit period will not extend beyond 2024.

Our taxable income generated outside of Israel will be subject to the regular
corporate tax rate in the applicable jurisdictions. As a result, our effective
tax rate will be a function of the relative proportion of our taxable income
that is generated in those locations compared to our overall net income.

Grants and Other Funding

Israel Innovation Authority (formerly known as the Office of the Chief
Scientist)

From our inception through December 31, 2022, we have received a total of $2.3
million in funding from the IIA, $1.6 million of which are royalty-bearing
grants, $400 thousand were received in consideration for an investment in our
preferred shares while  $309 thousand was received without future obligation. Of
the royalty-bearing grants received, we have paid royalties to the IIA in the
total amount of $110 thousand. The agreements with IIA require us to pay
royalties at a rate of 3% on sales of certain systems and related services up to
the total amount of funding received for the development of these systems,
linked to the dollar, and bearing interest at an annual rate of LIBOR applicable
to dollar deposits. If we transfer IIA-supported technology or know-how outside
of Israel, we will be liable for additional payments to IIA depending upon the
value of the transferred technology or know-how, the amount of IIA support, the
time of completion of the IIA-supported research project and other factors. As
of December 31, 2022, the aggregate contingent liability to the IIA was $1.6
million. For more information, see "Part I, Item 1A. Risk Factors-We have
received Israeli government grants for certain of our research and development
activities and we may receive additional grants in the future. The terms of
those grants restrict our ability to manufacture products or transfer
technologies outside of Israel and we may be required to pay penalties in such
cases or upon the sale of our company."

Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Revenue

Our revenue for 2022 and 2021 were as follows (dollars in thousands, except unit
amounts)

                                 Years Ended December 31,
                                  2022               2021
Personal unit revenue         $      4,762       $      4,820
Rehabilitation unit revenue   $        749       $      1,146
Revenue                       $      5,511       $      5,966

Personal unit revenue consists of ReWalk Personal Exoskeleton and Distributed
Products sale, rental, service, and warranty revenue for individual use.

Rehabilitation unit revenue consist of ReStore, Distributed Products and SCI
Products sale, rental, service, and warranty revenue to clinics and hospitals
for treating patients with relevant medical conditions or for usage by medical
academic centers.

Revenue was $5.5 million, a decrease of $0.5 million, or 8%, during 2022 as
compared to 2021. The decrease was driven primarily by lower rehabilitation
units sold in the United States due to a one time multiple-unit shipment to a
medical academic center in 2021, partially offset by a higher number of
distributed products units sold in the U.S.  Additionally, we experienced an
adverse impact to revenue from currency due to an erosion of the euro-dollar
exchange rate.

In the future we expect our growth to be driven by sales of our ReWalk Personal
device through expansion of coverage and reimbursement by commercial and
government third-party payors, as well as sales of Distributed Products and the
ReStore device to rehabilitation clinics and personal users.

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Gross Profit

Our gross profit for 2022 and 2021 were as follows (in thousands):

                  Years Ended December 31,
                   2022               2021
Gross profit   $      1,905       $      2,903



Gross profit was $1.9 million, or 35% of revenue, for 2022, as compared to a
gross profit of $2.9 million, or 49% of revenue for 2021. Our gross profit
declined because of a higher inventory reserve of ReStore finished goods and raw
materials due to the obsolescence of electronic components. Gross profit
decrease is also attributable to a decreased volume of ReWalk Personal
Exoskeleton sales, increase of production costs and freight expense.

We expect gross profit and gross margin will increase in the future as we
increase our revenue volumes and realize operating efficiencies associated with
greater scale which will reduce the cost of revenue as a percentage of revenue.
Improvements may be partially offset by the lower margins we currently expect
from ReStore and our Distributed Products as well as due to an increase in
material costs.

Research and Development Expense, Net

Our research and development expense, net for 2022 and 2021 was as follows (in
thousands):

                                           Years Ended December 31,
                                            2022               2021

Research and development expense, net $ 4,031 $ 2,939

Research and development expense was $4.0 million in 2022, an increase of $1.1
million, or 37%, during 2022 as compared to 2021. The increase is attributable
to increased personnel and personnel related expenses and subcontractors'
expenses primarily due to development projects offset partially with grant
received from the IIA.

We intend to focus our research and development expenses mainly on our current
products maintenance and improvement as well as in support of the FDA submission
for clearance of the stair walking capability of the ReWalk 6.0 and in support
of the FDA submission for clearance of the ReWalk 7.0 next generation model.

Sales and Marketing Expenses

Our sales and marketing expense for 2022 and 2021 was as follows (in
thousands):

                                 Years Ended December 31,
                                  2022               2021
Sales and marketing expense   $      9,842       $      6,993



Sales and marketing expense was $9.8 million in 2022, an increase of $2.8
million, or 41%, during 2022 as compared to 2021. The increase was driven by
higher consulting expenses related to CMS reimbursement progress, an increase in
tradeshow and travel expenses since Covid-19 restrictions are being lifted and
personnel and personnel-related expenses.

In the near term our sales and marketing expense are expected to be driven by
our efforts expand the reimbursement coverage of our ReWalk Personal device and
to support our current commercial product activities.

General and Administrative Expense

Our general and administrative expense for 2022 and 2021 was as follows (in
thousands):

                                Years Ended December 31,
                                 2022               2021
General and administrative   $      7,134       $      5,626



General and administrative expense was $7.1 million, an increase of $1.5
million, or 27%, during 2022 as compared to 2021. The increase was mainly driven
by increased professional services expenses related to the 2022 proxy process,
partially offset by a decrease in insurance costs.

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Financial Expenses (income), Net

Our financial expense, net for 2022 and 2021 was as follows (in thousands):

                                    Years Ended December 31,
                                   2022               2021

Financial expense (income), net $ * ) $ (13 )

Financial expense (income), net, decreased by $13 thousand during 2022 as
compared to 2021. The decrease is mainly due to exchange rate fluctuations.

*) Represents an amount lower than $1.

Income Tax

Our income tax for 2022 and 2021 was as follows (in thousands):

                     Years Ended December 31,
                      2022                2021
Taxes on income   $        467         $       94

Income tax increased by $373 thousand during 2022 as compared to 2021 due to the
application of a valuation allowance to our deferred tax assets.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

A discussion of changes in our results of operations in 2022 compared to 2021
has been omitted from this annual report on Form 10-K but may be found in "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC on February 24, 2022, which is available free of charge on the
SEC's website at www.sec.gov and at www.rewalk.com, and is incorporated by
reference herein.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with United
States generally accepted accounting principles. The preparation of our
financial statements requires us to make estimates, judgments and assumptions
that can affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. We
base our estimates, judgments and assumptions on historical experience and other
factors that we believe to be reasonable under the circumstances. Materially
different results can occur as circumstances change and additional information
becomes known. Besides the estimates identified above that are considered
critical, we make many other accounting estimates in preparing our financial
statements and related disclosures. See Note 2 to our audited consolidated
financial statements presented elsewhere in this annual report for a description
of the significant accounting policies that we used to prepare our consolidated
financial statements. The critical accounting policies that were impacted by the
estimates, judgments and assumptions used in the preparation of our consolidated
financial statements are discussed below.


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Revenue Recognition

Our revenue is recognized in accordance with ASC Topic 606 when obligations
under the terms of a contract with our customer are satisfied; generally, this
occurs with the transfer of control of our products or services. Revenue is
measured as the amount of consideration to which we expect to be entitled in
exchange for transferring products or providing services. To achieve this core
principle, the Company applies the following five steps:

1. Identify the contract with a customer

2. Identify the performance obligations in the contract

3. Determine the transaction price

4. Allocate the transaction price to performance obligations in the contract

5. Recognize revenue when or as the Company satisfies a performance obligation

Provisions are made at the time of revenue recognition for any applicable
warranty cost expected to be incurred. The timing for revenue recognition among
the various products and customers is dependent upon satisfaction of such
criteria and generally varies from either shipment or delivery to the customer
depending on the specific shipping terms of a given transaction, as stipulated
in the agreement with each customer. Other than pricing terms which may differ
due to the different volumes of purchases between distributors and end-users,
there are no material differences in the terms and arrangements involving direct
and indirect customers. Our products sold through agreements with distributors
are non-exchangeable, non-refundable, non-returnable and without any rights of
price protection or stock rotation. Accordingly, we consider all the
distributors as end-users. 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.

For the majority of sales of Rehabilitation systems, we include insignificant
training and consider the elements in the arrangement to be a single performance
obligation. In accordance with ASC 606, we have concluded that the training is
essential to the functionality of our systems. Therefore, we recognize revenue
for the system and training only after delivery, in accordance with the
agreement delivery terms, to the customer and after the training has been
completed, once all other revenue recognition criteria have been met. For sales
of Personal systems to end users, and for sales of Personal or Rehabilitation
systems to third party distributors, we do 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.

Warranties are classified as either assurance type or service type warranty. A
warranty is considered an assurance type warranty if it provides the consumer
with assurance that the product will function as intended for a limited period
of time.

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.

The Company also offers a rent-to-purchase option for its ReWalk Personal
device. Those transactions provide potential customers the option to use the
device for a short term, after which they can choose whether to purchase it. In
such cases we recognize revenue ratably according to the agreed rental monthly
fee. For units placed, we transfer control and recognize a sale when title has
passed to our customer and rental revenue ratably according to the agreed rental
monthly fee. Each unit placed is considered an independent, unbundled
performance obligation.

Share-Based Compensation - Option and Restricted Stock Units ("RSUs") Valuations

We account for share-based compensation in accordance with ASC No. 718,
"Compensation-Stock Compensation." ASC No. 718 requires companies to estimate
the fair value of equity-based payment awards on the date of grant using an
Option-Pricing Model, or 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 our consolidated statements of operations.

We selected the Black-Scholes-Merton option pricing model as the most
appropriate method for determining the estimated fair value of options. The
resulting cost of an equity incentive award is recognized as an expense over the
requisite service period of the award, which is usually the vesting period. We
recognize compensation expense over the vesting period using the straight-line
method and classify these amounts in the consolidated financial statements based
on the department to which the related employee reports.

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The determination of the grant date fair value of options using the
Black-Scholes-Merton option pricing model is affected by estimates and
assumptions regarding a number of complex and subjective variables. These
variables include the expected volatility of our share price over the expected
term of the options, share option exercise and cancellation behaviors, risk-free
interest rates and expected dividends, which are estimated as follows:

Risk-free Interest Rate.The risk-free interest rate is based on the yield from
U.S. Treasury zero-coupon bonds with a term equivalent to the contractual life
of the options.

Dividend Yield. We have never declared or paid any cash dividends and do not
presently plan to pay cash dividends in the foreseeable future. Consequently, we
used an expected dividend yield of zero.

Expected Volatility. 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.

Expected Term. The expected term of options granted represents the period of
time that options granted are expected to be outstanding and is determined based
on the simplified method in accordance with ASC No. 718-10-S99-1 (SAB No. 110),
as adequate historical experience is not available to provide a reasonable
estimate. ASC No. 718 requires forfeitures to be estimated at the time of grant
and revised, if necessary, in subsequent periods if actual forfeitures differ
from those estimates.

The fair value of RSUs granted is determined based on the price of the Company's
ordinary shares on the date of grant.

Income Taxes

As part of the process of preparing our consolidated financial statements, we
are required to estimate our taxes in each of the jurisdictions in which we
operate. We account for income taxes in accordance with ASC Topic 740, "Income
Taxes," or ASC Topic 740. ASC Topic 740 prescribes the use of an asset and
liability method whereby deferred tax asset and liability account balances are
determined based on the difference between book value and the tax bases of
assets and liabilities and carryforward tax losses. Deferred taxes are measured
using the enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. We exercise judgment and provide a
valuation allowance, if necessary, to reduce deferred tax assets to their
estimated realizable value if it is more likely than not that some portion or
all of the deferred tax asset will not be realized. We have established a full
valuation allowance with respect to our deferred tax assets.

ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" provides
presentation requirements to classify deferred tax assets and liabilities, along
with any related valuation allowance, are classified as non-current on the
balance sheet. We account for uncertain tax positions in accordance with ASC 740
and recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement. Accordingly, we report a liability for
unrecognized tax benefits resulting from uncertain tax positions taken or
expected to be taken in a tax return. We recognize interest and penalties, if
any, related to unrecognized tax benefits in tax expense.

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Recently Issued and Adopted Accounting Pronouncements

A discussion of recent accounting pronouncements is included in Note 2w, New
Accounting Pronouncements to our consolidated financial statements in this
annual report.

Liquidity and Capital Resources

Sources of Liquidity and Outlook

Since inception, we have funded our operations primarily through the sale of our
equity securities and convertible notes to investors in private placements, the
sale of our equity securities in public offerings, cash exercises of outstanding
warrants and the incurrence of bank debt.

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. Our cash and cash equivalent on December 31, 2022, totaled $67.9
million. The Company's negative operating cash flow for the full year ended
December 31, 2022, was $17.9 million. The Company has sufficient funds to
support its operation for more than 12 months following the approval of our
consolidated financial statements for the fiscal year ended December 31, 2022.

We expect to incur future net losses and our transition to profitability is
dependent upon, among other things, the successful development and
commercialization of our products and product candidates, the achievement of a
level of revenue adequate to support our cost structure. Until we achieve
profitability or generate positive cash flows, we will continue to need to raise
additional cash. We intend to fund future operations through cash on hand,
additional private and/or public offerings of debt or equity securities, cash
exercises of outstanding warrants or a combination of the foregoing. In
addition, we may seek additional capital through arrangements with strategic
partners or from other sources and we will continue to address our cost
structure. Notwithstanding, there can be no assurance that we will be able to
raise additional funds or achieve or sustain profitability or positive cash
flows from operations.

Our anticipated primary uses of cash are funding (i) sales, marketing, and
promotion activities related to market development  for our ReWalk Personal and
ReWalk Rehabilitation Exoskeleton devices and other product lines added through
distribution agreements; (ii) payor education activities to establish or broaden
coverage by third-party payors and CMS for our ReWalk Personal Exoskeleton
device; (iii) development of our lightweight exo-suit technology for potential
home personal health utilization for multiple indications and future generation
designs for our exoskeleton device; (iv) routine product updates; (v) general
corporate purposes, including working capital needs; (vi) share repurchase
programs; and (vii) potential acquisitions of businesses.  Our future cash
requirements will depend on many factors, including our rate of revenue growth,
the expansion of our sales and marketing activities, the timing and extent of
our spending on research and development efforts and international expansion. If
our current estimates of revenue, expenses or capital or liquidity requirements
change or are inaccurate, we may seek to sell additional equity or debt
securities, arrange for additional bank debt financing, or refinance our
indebtedness. There can be no assurance that we will be able to raise such funds
on acceptable terms.

Loan Agreement with Kreos and Related Warrant to Purchase Ordinary Shares

Loan Agreement

On December 30, 2015, we entered into the Loan Agreement with Kreos pursuant to
which Kreos extended a line of credit to us in the amount of $20.0 million,
which was subsequently amended on June 9, 2017 whereby $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 that date. On
November 20, 2018 we and Kreos entered into the Second Amendment to the Loan
Agreement, in which we 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.
On December 29, 2020, we repaid in full the remaining loan principal amount to
Kreos including end of loan payments and by that discharged all of its
obligation to Kreos Accordingly, as of December 31, 2020 the outstanding
principal amount under the Kreos Loan Agreement was zero.Warrant to

Purchase Ordinary Shares

Pursuant to the terms of the Loan Agreement, on January 4, 2016, we issued to
Kreos a 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 5, 2019
and June 6, 2019, we entered into warrant exercise agreements with certain
institutional investors of warrants to purchase our ordinary shares, pursuant to
which, Kreos agreed to exercise in cash their November 2018 warrants at the
then-effective exercise price of $7.50 per share. Under the exercise agreements,
we 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 with an exercise period of five
years. Additionally, Kreos and we 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 to $7.5.

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Paycheck Protection Program Loan Agreement

On April 21, 2020, ReWalk Robotics Inc ("RRI") entered into a Note agreement
evidencing an unsecured loan in the amount of $392 thousand under the PPP as
part of the CARES Act enacted on March 27, 2020. The Note provides for an
interest rate of 1.00% per year and matures two years after the date of initial
disbursement. Beginning on the seventh month following the date of initial
disbursement, RRI is required to make 18 monthly payments of principal and
interest. The Note 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,
PPP loan recipients can apply for and be granted forgiveness for all or a
portion of loan granted under the PPP, with such forgiveness to be determined,
subject to limitations, 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 any
regulations and guidelines the Small Business Administration may adopt.

On September 29, 2020, the Company submitted an application for loan forgiveness
and on November 6, 2020 the Company received confirmation of its PPP Note
forgiveness. For more information see Note 10 to our consolidated financial
statements set forth in "Part II. Item 8. Financial Statements and Supplementary
Data" of this annual report.

Equity Raises

Use of Form S-3

Beginning with the filing of our Form 10-K on February 17, 2017, we were subject
to limitations under the applicable rules of Form S-3, which constrained our
ability to secure capital with respect to public offerings pursuant to our
effective Form S-3. These rules limit the size of primary securities offerings
conducted by issuers with a public float of less than $75 million to no more
than one-third of their public float in any 12-month period. At the time of
filing our annual report for the year ended December 31, 2022, on February 23,
2023, we were subject to these limitations, because our public float did not
reach at least $75 million in the 60 days preceding the filing of this annual
report. We will continue to be subject to these limitations for the remainder of
the 2023 fiscal year and until the earlier of such time as our public float
reaches at least $75 million or when we file our next annual report for the year
ended December 31, 2023, at which time we will be required to re-test our status
under these rules. If our public float is below $75 million as of the filing of
our next annual report on Form 10-K, or at the time we file a new Form S-3, we
will continue to be subject to these limitations, until the date that our public
float again reaches $75 million. These limitations do not apply to secondary
offerings for the resale of our ordinary shares or other securities by selling
shareholders or to the issuance of ordinary shares upon conversion by holders of
convertible securities, such as warrants. We have registered up to $100 million
of ordinary shares warrants and/or debt securities and certain other outstanding
securities with registration rights on our registration statement on Form S-3,
which was declared effective by the SEC in May 2022.

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Equity Offerings and Warrant Exercises

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 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. As of December 31, 2020, all pre-funded warrants to
purchase ordinary shares had been exercised and 1,831,500 common warrants to
purchase ordinary shares had been exercised.

On July 6, 2020, the Company entered into a purchase agreement with certain
institutional investors for the issuance and sale of 4,938,278 ordinary shares,
par value NIS 0.25 per share, at $1.8225 per ordinary share and 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 our July 2020 registered direct offering.

On December 3, 2020, the Company entered into a private placement with certain
institutional investors for the issuance and sale of 5,579,776 ordinary shares,
par value NIS 0.25 per share, at $1.43375 per ordinary shares and warrants to
purchase up to 4,184,832 ordinary shares with 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 our December 2020 private placement.

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.

On September 27, 2021, we signed a purchase agreement with certain institutional
investors for the issuance and sale of 15,403,014 ordinary shares, 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 share 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 our shelf registration
statement on Form S-3 initially filed with the 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, we 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 private placement offering.

As of December 31, 2022, we received a total of 9,814,754 outstanding warrants
exercises with exercise prices ranging from $1.25 to $1.79 were exercised, for
total gross proceeds of approximately $13.8 million. During the twelve months
that ended December 31, 2022, no warrants were exercised.


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Share Repurchase Program

In June 2022, we announced that our Board approved a program to repurchase up to
$8.0 million of our ordinary shares, par value NIS 0.25 per share, subject to
receipt of Israeli court approval. In July 2022, we announced that we had
received approval from an Israeli court for the share repurchase program, valid
through January 20, 2023.

On December 19, 2022, our board of directors approved the extension of our
on-going share repurchase program, with such extension to be in the aggregate
amount of up to $5.8 million. The extension was approved by an Israeli court on
February 9, 2023, and will expire on the earlier of August 9, 2023, or reaching
the additional $5.8 million of repurchases of our ordinary shares.

Under the program, share repurchases may be made from time to time using a
variety of methods, including open market transactions or in privately
negotiated transactions. Such repurchases will be made in accordance with all
applicable securities laws and regulations, including restrictions relating to
volume, price and timing under applicable law, including Rule 10b-18 under the
United States Securities Exchange Act of 1934, as amended (the "Exchange Act").
The timing and amount of shares repurchased will be determined by our
management, within guidelines to be established by the Board or a committee
thereof, based on its ongoing evaluation of our capital needs, market
conditions, the trading price of our ordinary shares, trading volume and other
factors, subject to applicable law. For all or a portion of the authorized
repurchase amount, we may enter into a plan compliant with Rule 10b5-1 under the
Exchange Act that is designed to facilitate these repurchases.

The repurchase program does not require us to acquire a specific number of
shares and may be suspended or discontinued at any time. There can be no
assurance as to the timing or number of shares of any repurchases in the future,
and any such share repurchases will be funded from available working capital. As
of December 31, 2022, we have repurchased approximately 2.9 million of our
ordinary shares at an aggregate amount of $2.6 million under the repurchase
program.

Cash Flows

                                                           Years Ended December 31,
                                                       2022          2021          2020
Net cash used in operating activities                $ (17,891 )   $ (11,469 )   $ (12,589 )
Net cash used in investing activities                      (25 )         (47 )         (73 )
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 )           -             -
Net cash flow                                        $ (20,495 )   $  67,996     $   4,062

Year Ended December 31, 2022 to Year Ended December 31, 2021

Net Cash Used in Operating Activities

Net cash used in operating activities was $17.9 million in 2022, an increase of
$6.4 million as compared to 2021 mainly due to lower revenue collection, higher
consulting, professional services expenses and personnel and personnel related
expenses.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased to $25 thousand in 2022 as
compared to $47 thousand in 2021, primarily as a result of decreased use of cash
for the purchase of property and equipment.

Net Cash Provided by Financing Activities

Net cash (used in) provided by financing activities was a cash use of $2.5
million in 2022, a decrease of $82 million, as compared to cash provided of
$79.5 million in 2021. The decline was a result of a share repurchase plan that
was initiated in the second half of 2022, while in 2021 the source of cash
consisted primarily of proceeds from the issuance of common stock and warrants,
as well as the exercise of warrants issued in prior years.

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Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

A discussion of changes in our cash flows in 2021 compared to 2020 has been
omitted from this annual report on Form 10-K but may be found in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC on February 24, 2022, which is available free of charge on the SECs
website at www.sec.gov and at www.rewalk.com, and is incorporated by reference
herein.

Obligations and Commercial Commitments

Set forth below is a summary of our contractual obligations as of December 31,
2022:

                                                       Payments due by 

period (in dollars, in thousands)

                                                                          Less than
Contractual obligations                                 Total              1 year              1-3 years

Purchase obligations (1)                             $     1,935         $     1,935         $           -
Collaboration Agreement and License Agreement
obligations (2)                                               57                  57                     -
Operating lease obligations (3)                            1,006                 603                   403
Total                                                $     2,998         $     2,595         $         403

(1) The Company depends on one contract manufacturer, Sanmina Corporation, for

both the ReStore products and the SCI Products. We place our manufacturing

orders with Sanmina pursuant to purchase orders or by providing forecasts for

    future requirements.

(2) Our Collaboration Agreement with Harvard was originally for a term of five

years, commencing in May 2016, and was subsequently amended in April 2018 to

extend the term by one additional year. The Collaboration Agreement concluded

as of March 31, 2022. Under the Collaboration Agreement, we were required to

pay in quarterly installments the funding of our joint research collaboration

with Harvard, subject to a minimum funding commitment under applicable

circumstances. Our License Agreement with Harvard consists of patent

reimbursement expenses payments and a license upfront fee payment. There are

also several milestone payments contingent upon the achievement of certain

product development and commercialization milestones and royalty payments on

net sales from certain patents licensed to Harvard. All product development

milestones contemplated by the License Agreement have been met as of December

31, 2022; however, there are still outstanding commercialization milestones

under the License Agreement that depend on us reaching certain sales amounts,

some or all of which may not occur.

(3) Our operating leases consist of leases for our facilities and motor vehicles.

We calculated the payments due under our operating lease obligation for our
Israeli office that are to be paid in NIS at a rate of exchange of NIS
3.519:$1.00, and the payments due under our operating lease obligation for our
German subsidiary that are to be paid in euros at a rate of exchange of
€1.00:$1.07, both of which were the applicable exchange rates as of December 31,
2022.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third-party
obligations during the periods presented.

Trend Information

For information on significant known trends, please see "Part I-Item 1.
"Business - Overview" in this annual report.

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