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SEC Comment Letter for Lifeward Ltd. (LFWD) (CIK 0001607962) (LFWD) — Mar 21, 2016

Lifeward Ltd. (LFWD) (CIK 0001607962)
Date: March 21, 2016 · CIK: 0001607962 · Accession: 0000000000-16-069122

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File numbers found in text: 333-209833

Date
March 21, 2016
Author
/s/ Russell Mancuso
Form
UPLOAD
Company
Lifeward Ltd. (LFWD) (CIK 0001607962)

Letter

Mail Stop 3030 March 21, 2016 Via E -Mail Kevin Hershberger Chief Financial Officer ReWalk Robotics Ltd. 3 Hatnufa St., Floor 6 Yokneam Ilit 2069203, Israel

Re: ReWalk Robotics Ltd. Registration Statement on Form S-3 Filed February 29, 2016 File No. 333-209833

Dear Mr. Hershberger :

We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.

Risk Factors, page 3

1. We note your reference to a February 2016 letter on page 23 of the Form 10 -K that you have incorporated by reference into this registration statement. Please provide us a copy of that letter and any related correspondence you or an affiliate received from the FDA. Also tell us when you plan to “meet and dis cuss the…letter with the FDA,” whether a meeting time has been arranged, whether you previously had deadlines to respond to or meet with the FDA , whether you met those deadlines, and, if not, what the reasons were for the failure to meet the deadlines. If the letter was a warning letter, please revise your disclosure to say so directly and address the issue under a separately captioned risk facto r. Include in the risk factor the portion of your business that would be affected if the

Kevin Hershberger ReWalk Robotics Ltd. March 21, 2016 Page 2

FDA were to disagree with your conclusion that you may continue to sell the product at issue.

Selling Shareholders, page 9

2. Please provide the disclosure required by Rule 430 B(b)(2)(iii) regarding the initial offering transaction in which the securities were sold.

Incorporation of Certain Documents by Reference, page 23

3. Please tell us when you intend to file the information omitted from Part III of the Form 10-K that you have incorporated by reference. For guidance, see the Division of Corporation Finance’s Securities Act Forms Compliance and Disclosure Interpretation 123.01 available on the Commission’s website.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in posses sion of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registra tion statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action w ith respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to th e requested effective date of the registration statement.

Kevin Hershberger ReWalk Robotics Ltd. March 21, 2016 Page 3

You may contact Laurie Abbott at (202) 551 -8071 or me at (202) 551 -3617 with any questions.

Sincerely,
/s/ Russell Mancuso

Show Raw Text
Mail Stop 3030
March 21, 2016

Via E -Mail
Kevin Hershberger
Chief Financial Officer
ReWalk Robotics Ltd.
3 Hatnufa St., Floor 6
Yokneam Ilit
2069203, Israel

Re: ReWalk Robotics Ltd.
  Registration Statement on Form S-3
Filed  February 29, 2016
  File No.  333-209833

Dear Mr. Hershberger :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Risk Factors, page 3

1. We note your reference to a February 2016 letter on page 23 of the Form 10 -K that you
have incorporated by reference into this registration statement.  Please provide us a copy
of that letter and any  related correspondence you or an affiliate received from the FDA.
Also tell us when you plan to “meet and dis cuss the…letter with the FDA,” whether a
meeting time has been arranged, whether you previously had deadlines to respond to or
meet with the FDA , whether you met those deadlines, and, if not, what the reasons were
for the failure to meet the deadlines.  If the letter was a warning letter, please revise your
disclosure to say so directly and address the issue under a separately captioned risk
facto r.  Include in the risk factor the portion of your business that would be affected if the

Kevin Hershberger
ReWalk Robotics Ltd.
March 21, 2016
Page 2

 FDA were to disagree with your conclusion that you may continue to sell the product at
issue.

Selling Shareholders, page 9

2. Please provide the  disclosure required by Rule 430 B(b)(2)(iii) regarding the initial
offering transaction in which the securities were sold.

Incorporation of Certain Documents by Reference, page 23

3. Please tell us when you intend to file the information omitted from Part III of the Form
10-K that you have incorporated by reference.  For guidance, see the Division of
Corporation Finance’s Securities Act Forms Compliance and Disclosure Interpretation
123.01 available on the Commission’s website.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
posses sion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registra tion statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action w ith respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to th e requested effective date of the
registration statement.

Kevin Hershberger
ReWalk Robotics Ltd.
March 21, 2016
Page 3

You may contact Laurie Abbott  at (202) 551 -8071  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Colin J. Diamond , Esq.
White & Case LLP