SecProbe.io

CORRESP
 1
 filename1.htm

 Lifeward Ltd.
 200 Donald Lynch Blvd.
 Marlborough, MA 01752

 January 2, 2026

 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Industrial Applications and Services
 100 F Street, N.E.
 Washington, D.C. 20549-7553

 Re:                              Lifeward Ltd.
 Registration Statement on Form S-3
 Originally filed on May 15, 2025, as amended on January 2, 2026 (File No. 333-287314)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lifeward Ltd. (the “ Company ”) hereby requests that
 the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-287314) (the “ Registration Statement ”) be accelerated so that the Company’s Registration Statement will
 become effective at 9:00 AM, Eastern Time, on January 6, 2026, or as soon thereafter as is practicable.

 Please contact Jennifer L. Porter, Esq. of Goodwin Procter LLP, counsel to the Company, at (445) 207-7806 to provide notice of effectiveness, or if you have any questions or
 comments concerning this request.

 [ Remainder of the page intentionally left blank ]

 Very truly yours,

 LIFEWARD LTD.

 By:

  /s/ William Mark Grant

 Name:

 William Mark Grant

 Title:

 President and Chief Executive Officer

CORRESP
 1
 filename1.htm

 June 23, 2025
 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Washington, DC 20549

 Re:

 Lifeward Ltd.

 Registration Statement on Form S-1 (File No. 333-288172) – Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co., LLC (“ Wainwright ”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (File
 No. 333-288172) (as amended, the “ Registration Statement ”), hereby concurs in the request by Lifeward Ltd. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. (Eastern Time), or as soon as
 practicable thereafter, on June 24, 2025, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”). Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best
 efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By: /s/ Mark W. Viklund
        Name: Mark W. Viklund
        Title:  Chief Executive Officer

CORRESP
 1
 filename1.htm

 June 23, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Industrial Applications and Services
 100 F Street, NE
 Washington, D.C. 20549

 Re:

 Lifeward Ltd.
 Registration Statement on Form S-1 (File No. 333-288172)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lifeward Ltd. (the “Company”) hereby requests acceleration of the effective date of its registration statement
 on Form S-1 (File No. 333-288172) (as amended, the “Registration Statement”), to 5:15 p.m., Eastern Time, on June 24, 2025, or as soon thereafter as practicable, or at such time thereafter as the Company or its outside counsel, Goodwin Procter LLP,
 may request by telephone to the staff of the Securities and Exchange Commission.

 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Goodwin Procter LLP, by calling Jennifer L. Porter at (445)
 207-7806. Should you have any questions regarding this letter, please do not hesitate to contact Ms. Porter at Goodwin Procter LLP.

 [ Remainder of Page Intentionally Blank ]

 Sincerely,

 LIFEWARD LTD.

 By: /s/ William Mark Grant
 Name: William Mark Grant
 Title: President and Co-Chief Executive Officer

CORRESP
 1
 filename1.htm

 Goodwin Procter llp
 3025 John F Kennedy Blvd
 Philadelphia, PA 19104

 goodwinlaw.com
 +1 445 207 7800

 June 10, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Industrial Applications and Services
 100 F. Street, N.E.
 Washington, D.C. 20549
 Attention: Nicholas O’Leary

 Re :

 Lifeward Ltd.
 Draft Registration Statement on Form S-1
 Submitted June 27, 2025
 CIK No. 0001607962

 Ladies and Gentlemen:

 On behalf of our client, Lifeward Ltd. (the “Company ”), we submit this letter in response to verbal comments from the staff of the Division
 of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission with respect to the Company’s Draft Registration Statement on Form S-1, confidentially submitted on May 27, 2025 (the “ Draft Registration Statement ”).  All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Draft Registration Statement.

 To reiterate the discussion with the Staff, there is a question about the Company having sufficient authorized but unissued ordinary shares available to complete the offering as
 structured.  As discussed, the Company intends to structure such offering in a way to ensure that it has sufficient authorized shares necessary to complete the offering.

 First, the Company confirms to the Staff that it will have sufficient authorized but unissued ordinary shares to be able to issue at closing (i) the ordinary shares and (ii) the
 Pre-Funded Warrants registered in the offering. For each Pre-Funded Warrant the Company sells, the number of ordinary shares the Company is offering will be decreased on a one-for-one basis.

 Second, the Company confirms to the Staff that it intends to build into the offering specific contractual provisions to ensure there is sufficient authorized ordinary shares
 available for issuance upon exercise of the warrants and placement agent warrants (collectively, the “ Warrants ”) following closing, as follows:

 1.

 We intend to include a provision in the purchase agreement that requires the Company to hold a shareholder meeting no later than 90 days following closing of the offering for the approval of an increase in the number of the Company’s
 authorized ordinary shares (such affirmative approval being referred to herein as the “ Shareholder Approval ,” and the date such Shareholder Approval is obtained, the “ Shareholder

 Approval Date ”); and

 2.

 Each of the Warrants will provide that the initial exercise date for each Warrant issued in the offering does not commence until after the Shareholder Approval Date. This means that the Warrants are not exercisable, if at all, until
 Shareholder Approval is obtained. In addition, in the event that Shareholder Approval is never obtained. As such, in no event will ordinary shares underlying the Warrants be issuable when there are insufficient authorized but unissued
 ordinary shares available to be issued.

 June 10, 2025
 Page 2

 As such, the Company (i) expects to increase its authorized ordinary shares to allow for at least the number of ordinary shares issuable under the Warrants within 90 days following
 closing of the offering and (ii) the Warrants are not exercisable, if at all, unless and until the Shareholder Approval is obtained.

 Further, this allows Company counsel to opine that the ordinary shares issuable under the Warrants will be duly authorized when Shareholder Approval is obtained and any necessary
 amendment to the Sixth Amended and Restated Articles of Association of the Company (the “ Articles ”) is effective and that, when issued, sold and delivered upon exercise of the Warrants in accordance with the
 terms thereof and for the consideration specified therein, will be validly issued, fully paid and non-assessable, because the terms of the Warrants will provide that the Warrants are not exercisable unless and until the authorized ordinary share
 increase is implemented. This position is consistent with Staff Legal Bulletin No. 19 (“ SLB No. 19 ”) Section II.B.2.f.

 In compliance with SLB No. 19, the Company (a) has disclosed in the Draft Registration Statement that Shareholder Approval is a condition to the issuance of the ordinary shares
 issuable under the Warrants, (b) will amend the registration statement to file the form of Articles to be filed with the Israeli state authority as an exhibit, (c) represents to the Staff that the Company will file a final copy of the Articles
 amendment on Form 8-K when such Articles amendment is effective, and (d) represents to the Staff that Company counsel will file an appropriately unqualified opinion on Form 8-K once such Articles amendment is effective.

 If you should have any questions concerning the enclosed matters, please contact the undersigned at (445) 207-7806.

 Sincerely,

 Goodwin Procter LLP

 /s/ Jennifer L. Porter, Esq.
 Jennifer L. Porter, Esq.

 Enclosures

 cc:

 Mark Grant, Lifeward Ltd.

 Larry Jasinski, Lifeward Ltd.
 Jennifer L. Porter, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

Larry Jasinski
Chief Executive Officer
Lifeward Ltd.
200 Donald Lynch Blvd.
Marlborough, MA 01752

 Re: Lifeward Ltd.
 Registration Statement on Form S-3
 Filed May 15, 2025
 File No. 333-287314
Dear Larry Jasinski:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jennifer Porter, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    February 14, 2025

    VIA EDGAR

    Division of Corporation Finance

    Office of Industrial Applications and Services

    Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

            Re:

            Lifeward Ltd.

            Registration Statement on Form S-1 (File No. 333-284843)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lifeward Ltd. (the “Company”) hereby requests
      acceleration of the effective date of its registration statement on Form S-1 (File No. 333-284843) (the “Registration Statement”), to 4:05 p.m., Eastern Time, on February 14, 2025, or as soon thereafter as practicable, or at such time thereafter as
      the Company or its outside counsel, Goodwin Procter LLP, may request by telephone to the staff of the Securities and Exchange Commission.

    Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
      Goodwin Procter LLP, by calling Jennifer L. Porter at (445) 207-7806. Should you have any questions regarding this letter, please do not hesitate to contact Ms. Porter at Goodwin Procter LLP.

    [Remainder of Page Intentionally Blank]

            Sincerely,

            LIFEWARD LTD.

            By: /s/ Larry Jasinski

            Name: Larry Jasinski

            Title: Chief Executive Officer

February 13, 2025
Michael Lawless
Chief Financial Officer
Lifeward Ltd.
200 Donald Lynch Blvd.
Marlborough, MA 01752
Re:Lifeward Ltd.
Registration Statement on Form S-1
Filed February 11, 2025
File No. 333-284843
Dear Michael Lawless:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jennifer Porter, Esq.

CORRESP
1
filename1.htm

      May 11, 2022

      VIA EDGAR

      Division of Corporation Finance

      Office of Life Sciences

      Securities and Exchange Commission

      100 F Street, NE

      Washington, D.C. 20549

              Re:

              ReWalk Robotics Ltd.

              Registration Statement on Form S-3 (File No. 333-263984)

      Ladies and Gentlemen:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended,
        ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective date of its registration statement on Form S-3 (File No. 333-263984) (the “Registration Statement”), to 4:30 p.m., Eastern Time, on May 16, 2022, or as soon
        thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Jennifer L. Porter at (215) 981-4339. Should you have any
        questions regarding this letter, please do not hesitate to contact Ms. Porter at Troutman Pepper Hamilton Sanders LLP.

      [Remainder of Page Intentionally Blank]

              Sincerely,

              REWALK ROBOTICS LTD.

              By:  /s/ Larry Jasinski

              Name: Larry Jasinski

              Title: Chief Executive Officer

United States securities and exchange commission logo
April 4, 2022
Larry Jasinksi
Chief Executive Officer
ReWalk Robotics Ltd.
3 Hatnufa St., Floor 6
Yokneam Ilit
2069203, Israel
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-3
Filed March 30, 2022
File No. 333-263984
Dear Mr. Jasinksi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jennifer L. Porter, Esq.

CORRESP
1
filename1.htm

    October 27, 2021

    VIA EDGAR

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

            Re:

            ReWalk Robotics Ltd.

            Registration Statement on Form S-3 (File No. 333-260382)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, ReWalk
      Robotics Ltd. (the “Company”) hereby requests acceleration of the effective date of its registration statement on Form S-3 (File No. 333-260382) (the “Registration Statement”), to 4:00 p.m., Eastern Time, on October 29, 2021, or as soon thereafter as
      practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do
      not hesitate to contact Mr. Levi at White & Case LLP.

    [Remainder of Page Intentionally Blank]

              Sincerely,

              REWALK ROBOTICS LTD.

                By:  /s/ Ori Gon

                 Name: Ori Gon

                Title: Chief Financial Officer

United States securities and exchange commission logo
October 27, 2021
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
3 Hatnufa St., Floor 6
Yokneam Ilit
2069203, Israel
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-3
Filed October 20, 2021
File No. 333-260382
Dear Mr. Jasinski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin Diamond, Esq.

United States securities and exchange commission logo
March 16, 2021
Ori Gon
Chief Financial Officer
ReWalk Robotics Ltd.
3 Hatnufa St., Floor 6
Yokneam Ilit
2069203, Israel
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-1
Filed March 11, 2021
File No. 333-254147
Dear Mr. Gon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kasey Robinson at 202-551-5880 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin Diamond

CORRESP
1
filename1.htm

      March 17, 2021

      VIA EDGAR

        Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, NE

        Washington, D.C. 20549

              Re:

              ReWalk Robotics Ltd.

                Registration Statement on Form S-1 (File No. 333-254147)

      Ladies and Gentlemen:

      Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective date of its
        registration statement on Form S-1 (File No. 333-254147) (the “Registration Statement”), to 9:30 a.m., Eastern Time, on March 19, 2021, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally
        confirm that event with our counsel, White & Case LLP, by calling Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do not hesitate to contact Mr. Levi at White & Case LLP.

      [Remainder of Page Intentionally Blank]

              Sincerely,

              REWALK ROBOTICS LTD.

              By:       /s/ Ori Gon

              Name:  Ori Gon

              Title:  Chief Financial Officer

United States securities and exchange commission logo
December 23, 2020
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
200 Donald Lynch Blvd.
Marlborough, MA 01752
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-1
Filed December 18, 2020
File No. 333-251454
Dear Mr. Jasinski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin J. Diamond, Esq.

CORRESP
1
filename1.htm

      December 23, 2020

      VIA EDGAR

        Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, NE

        Washington, D.C. 20549

              Re:

              ReWalk Robotics Ltd.

                Registration Statement on Form S-1 (File No. 333-251454)

      Ladies and Gentlemen:

      Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the
        “Company”) hereby requests acceleration of the effective date of its registration statement on Form S-1 (File No. 333-251454) (the “Registration Statement”), to 4:00 p.m., Eastern Time, on December 28, 2020, or as soon thereafter as practicable.
        Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Colin Diamond at (212) 819-8754 or Scott Levi at (212) 819-8320. Should you have any questions
        regarding this letter, please do not hesitate to contact Mr. Diamond or Mr. Levi at White & Case LLP.

      [Remainder of Page Intentionally Blank]

                  Sincerely,

                  REWALK ROBOTICS LTD.

                  By:       /s/Ori Gon

                  Name:  Ori Gon

                  Title:  Chief Financial Officer

United States securities and exchange commission logo
July 13, 2020
Ori Gon
Chief Financial Officer
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit, Israel, 2069203
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-1
Filed July 7, 2020
File No. 333-239733
Dear Mr. Gon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin Diamond

CORRESP
1
filename1.htm

      July 13, 2020

      VIA EDGAR

        Division of Corporation Finance

      Securities and Exchange Commission

      100 F Street, NE

        Washington, D.C. 20549

              Re:

              ReWalk Robotics Ltd.

                Registration Statement on Form S-1 (File No. 333-239733)

      Ladies and Gentlemen:

      Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective date of its
        registration statement on Form S-1 (File No. 333-239733) (the “Registration Statement”), to 4:00 p.m., Eastern Time, on July 14, 2020, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally
        confirm that event with our counsel, White & Case LLP, by calling Colin Diamond at (212) 819-8754 or Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do not hesitate to contact Mr. Diamond or Mr. Levi at
        White & Case LLP.

      [Remainder of Page Intentionally Blank]

              Sincerely,

              REWALK ROBOTICS LTD.

              By:

              /s/ Ori Gon

              Name: Ori Gon

              Title: Chief Financial Officer

CORRESP
1
filename1.htm

March
5, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

 Attn: Christopher
                                         Edwards and Christine Westbrook, Office of Life Sciences

 RE: ReWalk
                                         Robotics Ltd.

                                         Post-Effective Amendment No. 1 to Form S-1

                                         Filed February 20, 2020

                                         File No. 333-235932

Dear
Mr. Edwards and Ms. Westbrook:

On
behalf of our client, ReWalk Robotics Ltd. (the “Company”), we are responding to the comments from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) contained in the
Staff’s letter dated February 27, 2020 (the “Comment Letter”).

In
response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is submitting
it together with this response letter.

Set
forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated
below in italics, followed by the Company’s response to the comments. We have included page numbers to refer to the location
in the revised Registration Statement where the revised language addressing a particular comment appears.

Incorporation
of Certain Documents by Reference, page 2

 1. We
                                         note that your registration statement incorporates by reference your Form 10-K for the
                                         fiscal year ended December 31, 2019, which in turn incorporates by reference certain
                                         Part III information from a proxy statement that you have not yet filed. Please be advised
                                         that we cannot accelerate the effective date of your post-effective amendment until you
                                         have amended your Form 10-K to include Part III information or filed the definitive proxy
                                         statement. For guidance, please refer to Compliance and Disclosure Interpretations, Securities
                                         Act Forms Questions 123.01.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosure to include Form 10-K Part III information
on pages 8 through 29.

Securities
and Exchange Commission

March 5, 2020

General

 2. We
                                         note that you have omitted substantially all of the disclosure required by Part I of
                                         Form S-1 in this post-effective amendment to your registration statement on Form S-1.
                                         Please amend to include all of the disclosures required by Part I. Refer to Rule 472(b)
                                         of the Securities Act of 1933, as amended.

Response:

The
Company respectfully acknowledges the Staff’s comment and has revised its disclosure. The information in Item 11 paragraphs
(a) through (j) of Form S-1 are incorporated by reference to the annual report on Form 10-K for the year ended December 31, 2019,
filed with the Commission on February 20, 2020. The information in Item 11 paragraphs (k) through (m) of Form S-1 are included
in the Registration Statement.

We
appreciate your assistance in addressing the Company’s responses to your comments.  Please direct any questions or
comments regarding the foregoing to the undersigned at 212 819 8754 or to Scott Levi at 212 819 8320.

Sincerely,

/s/
Colin Diamond

Colin Diamond

 cc: Larry
                                         Jasinski, Chief Executive Officer, ReWalk Robotics, Ltd.

                                         Ori Gon, Chief Financial Officer, ReWalk Robotics, Ltd.

2

February 27, 2020
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit, Israel 2069203
Re:ReWalk Robotics Ltd.
Post-Effective Amendment No. 1 to Form S-1
Filed February 20, 2020
File No. 333-235932
Dear Mr. Jasinski:
            We have reviewed your post-effective amendment and have the following 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 comments 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, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-1
Incorporation of Certain Documents by Reference, page 2
1.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended December 31, 2019, which in turn incorporates by reference
certain Part III information from a proxy statement that you have not yet filed. Please be
advised that we cannot accelerate the effective date of your post-effective amendment
until you have amended your Form 10-K to include Part III information or filed the
definitive proxy statement. For guidance, please refer to Compliance and Disclosure
Interpretations, Securities Act Forms Questions 123.01.

 FirstName LastNameLarry Jasinski
 Comapany NameReWalk Robotics Ltd.
 February 27, 2020 Page 2
 FirstName LastName
Larry Jasinski
ReWalk Robotics Ltd.
February 27, 2020
Page 2
General
2.We note that you have omitted substantially all of the disclosure required by Part I of
Form S-1 in this post-effective amendment to your registration statement on Form S-1.
Please amend to include all of the disclosures required by Part I. Refer to Rule 472(b) of
the Securities Act of 1933, as amended.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Edwards at 202-551-6761 or Christine Westbrook at 202-551-
5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Johanna Interian, Esq.

January 24, 2020
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit
Israel 2069203
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-1
Filed January 15, 2020
File No. 333-235931
Dear Mr. Jasinski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin Diamond, Esq.

CORRESP
1
filename1.htm

February 11, 2020

VIA
EDGAR

Division of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington, D.C. 20549

    Re:
    ReWalk
    Robotics Ltd.

    Registration Statement on Form S-1 (File No. 333-235931)

Ladies
and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective
date of its registration statement on Form S-1 (File No. 333-235931), as amended (the “Registration Statement”), to
10:30 a.m., Eastern Time, on Thursday, February 13, 2020, or as soon thereafter as practicable. Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Colin Diamond
at (212) 819-8754 or Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do not hesitate
to contact Mr. Diamond or Mr. Levi at White & Case LLP.

[Remainder
of Page Intentionally Blank]

    Sincerely,

    REWALK
    ROBOTICS LTD.

    By:
    /s/
    Ori Gon

    Name:
    Ori Gon

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

February 3,
2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    ReWalk Robotics Ltd.

    Registration Statement on Form S-1 (Registration No. 333-235932), as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright
& Co., LLC (“Wainwright”), as placement agent for the referenced offering, pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), hereby concurs in the request by ReWalk Robotics
Ltd. that the effective date of the above-referenced registration statement (the “Registration Statement”) be
accelerated to 5:15 P.M. (Eastern Time), or as soon as practicable thereafter, on February 5, 2020, or at such later time as the
Registrant or its outside counsel, White & Case LLP, may orally request by telephone call to the staff that such Registration
Statement be declared effective. Wainwright affirms that it is aware of its obligations under the Securities Act in connection
with this offering.

Pursuant to Rule
460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

Wainwright hereby
represents that it is acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the
Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Mark Viklund

    Name: Mark Viklund

    Title:Chief Executive Officer

	430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright
& Co., LLC | Member: FINRA/SIPC

January 24, 2020
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit
Israel 2069203
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-1
Filed January 15, 2020
File No. 333-235932
Dear Mr. Jasinski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Colin Diamond, Esq.

CORRESP
1
filename1.htm

May 21, 2019

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: ReWalk Robotics Ltd.

Registration Statement on Form S-3 (File No. 333-231305)

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration
of the effective date of its registration statement on Form S-3 (File No. 333-231305), as amended (the “Registration Statement”),
to 4:00 p.m., Eastern Time, on Thursday, May 23, 2019, or as soon thereafter as practicable. Once the Registration Statement has
been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Colin Diamond
at (212) 819-8754 or Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do not hesitate
to contact Mr. Diamond or Mr. Levi at White & Case LLP.

[Remainder of Page Intentionally Blank]

    1

    Sincerely,

    REWALK ROBOTICS
LTD.

    By:
    /s/ Ori Gon

    Name: Ori Gon

    Title:Chief Financial Officer

    2

May 21, 2019
Ori Gon
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 May 9, 2019
File No. 333-231305
Dear Mr. Gon:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Atallah at 202-551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Colin Diamond

CORRESP
1
filename1.htm

November
14, 2018

VIA
EDGAR

Division of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington, D.C. 20549

 Re: ReWalk
                                         Robotics Ltd.

                                         Registration Statement on Form S-1 (File No. 333-227852)

Ladies
and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective
date of its registration statement on Form S-1 (File No. 333-227852), as amended (the “Registration Statement”), to
5:15 p.m., Eastern Time, on Thursday, November 15, 2018, or as soon thereafter as practicable. Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Colin Diamond
at (212) 819-8754 or Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do not hesitate
to contact Mr. Diamond or Mr. Levi at White & Case LLP.

[Remainder
of Page Intentionally Blank]

    Sincerely,

    REWALK ROBOTICS LTD.

    By:
     /s/ Ori Gon

    Name: Ori Gon

    Title:   Chief Financial Officer

3
Hatnufa St. 6th fl., P.O.B. 161, Yokneam Ilit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.rewalk.com

CORRESP
1
filename1.htm

November 14, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    ReWalk Robotics Ltd.

        Registration Statement on Form S-1 (Registration No.
        333-227852),as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright
& Co., LLC (“Wainwright”), as underwriter for the referenced offering, pursuant to Rule 461 under the Securities
Act, hereby concurs in the request by ReWalk Robotics Ltd. that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to 5:15 P.M. (Eastern Time), or as soon as practicable thereafter,
on November 15, 2018, or at such later time as the Registrant or its outside counsel, White & Case LLP, may orally request
by telephone call to the staff that such Registration Statement be declared effective. Wainwright affirms that it is aware of its
obligations under the Securities Act in connection with this offering.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

Wainwright hereby represents that it
is acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above proposed offering.

    Very truly yours,

                    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Edward D. Silvera

    Name: Edward D. Silvera
Title: Chief Operating Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright
& Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

November 7, 2018

VIA EDGAR & FEDEX

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Heather Percival

Mr. Russell Mancuso

 Re: ReWalk Robotics Ltd.

Registration Statement on Form S-1

Filed October 15, 2018

File No. 333-227852

Dear Ms. Percival and Mr. Mancuso:

On behalf of our client, ReWalk Robotics
Ltd., an Israeli company (the “Company”), we are submitting this letter to respond to comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated November 1,
2018 (the “Comment Letter”) relating to the Registration Statement on Form S-1 (File No. 333-227852) originally filed
by the Company on October 15, 2018 and refiled in amended form on the date hereof (the “Registration Statement”).

Set forth below is the response of the
Company to the comment in the Comment Letter. For ease of reference, the comment contained in the Comment Letter is printed below
and is followed by the Company’s response.

Calculation
of Registration Fee, page 1

 1. Please allocate the correct registration fee for the ordinary shares issuable upon exercise of the common warrants to purchase
ordinary shares included in the units and the pre-funded units. For guidance, refer to the Division of Corporation Finance’s
Securities Act Rules Compliance and Disclosure Interpretation Questions 240.05 and 240.06. Also, please ensure the total registration
fee reflects each class being registered.

Response:

The Company has updated the calculation
of the registration fee table in Amendment No. 1 to the Registration Statement, filed with the Commission on November 7, 2018,
to address the points raised in the Staff’s comment.

*      *      *

Please do not hesitate to contact Colin Diamond at (212)
819-8754 or Scott Levi at (212) 819-8320 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

/s/
White & Case LLP

White
& Case LLP

 cc: Ori Gon, Chief Financial Officer, ReWalk Robotics Ltd.

November 1, 2018
Ori Gon
Chief Financial Officer
ReWalk Robotics Ltd.
3 Hatnufa Street, Floor 6
Yokneam Ilit, Israel, 2069203
Re:ReWalk Robotics Ltd.
Registration Statement on Form S-1
Filed October 15, 2018
File No. 333-227852
Dear Mr. Gon:
            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 comments 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, we may have additional comments.
Form S-1 filed October 15, 2018
Calculation of Registration Fee, page 1
1.Please allocate the correct registration fee for the ordinary shares issuable upon exercise of
the common warrants to purchase ordinary shares included in the units and the pre-funded
units.  For guidance, refer to the Division of Corporation Finance's Securities Act Rules
Compliance and Disclosure Interpretation Questions 240.05 and 240.06.  Also, please
ensure the total registration fee reflects each class being registered.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameOri Gon
 Comapany NameReWalk Robotics Ltd.
 November 1, 2018 Page 2
 FirstName LastName
Ori Gon
ReWalk Robotics Ltd.
November 1, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Heather Percival at 202-551-3498 or Russell Mancuso, Branch Chief, at
202-551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Colin Diamond

CORRESP
1
filename1.htm

Canaccord Genuity Inc.

99 High Street

Boston, MA 02110

National Securities Corporation

200 Vesey Street 25th Floor

New York, NY 10281

October 16, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Heather Percival

 Re: ReWalk Robotics Ltd.

Registration Statement on Form S-1 (File No. 333-220545)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, as
the several underwriters, hereby join in the request of ReWalk Robotics Ltd. (the “Company”) that the effective date
of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern
Daylight Time, on October 18, 2017, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General
Rules and Regulations promulgated under the Securities Act, we advise you that on October 16, 2017, we have effected the following
distribution of the Company’s Preliminary Prospectus dated October 16, 2017:

Preliminary Prospectus dated October
16, 2017:

350 copies to prospective
underwriters, institutional investors, dealers and others.

We advise that we have complied and will
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

                                                                                Canaccord Genuity Inc.

                                                                                National Securities Corporation

    By:
    Canaccord Genuity Inc.

    By:
    /s/ Jennifer Pardi

    Name:
    Jennifer Pardi

    Title:
    Senior Managing Director

    By:
    National Securities Corporation

    By:
    /s/ Jonathan C. Rich

    Name:
    Jonathan C. Rich

    Title:
    Executive Vice-President

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

October 16, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Heather Percival

 Re: ReWalk Robotics Ltd.

Registration Statement on Form S-1 (File No. 333-220545)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of
the effective date of its registration statement on Form S-1 (File No. 333-220545), as amended (the “Registration Statement”),
to 4:00 p.m., Eastern Time, on Wednesday, October 18, 2017, or as soon thereafter as practicable. Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Colin Diamond
at (212) 819-8754 or Scott Levi at (212) 819-8320. Should you have any questions regarding this letter, please do not hesitate
to contact Mr. Diamond or Mr. Levi at White & Case LLP.

[Remainder of Page Intentionally Blank]

_____________________________________________________________________________________________________

3
Hatnufa St. 6th fl., P.O.B. 161, Yokneam Ilit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.rewalk.com

    Sincerely,

    REWALK ROBOTICS LTD.

    By:
    /s/ Kevin Hershberger

      Name: Kevin Hershberger

      Title: Chief Financial Officer

_____________________________________________________________________________________________________

3
Hatnufa St. 6th fl., P.O.B. 161, Yokneam Ilit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.rewalk.com

Mail Stop 3030
September 29, 2017

Via E -mail
Kevin Hershberger
Chief Financial Officer
ReWalk Robotics, Inc.
200 Donald Lynch Blvd
Marlborough, MA 01752

Re: ReWalk Robotics, Inc.
  Registration Statement on Form  S-1
Filed  September 20, 2017
  File No.  333-220545

Dear Mr. Hershberger :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Colin J. Diamond
White & Case LLP

CORRESP
1
filename1.htm

May 9, 2016

Securities and Exchange Commission

Division of Corporation Finance

110 F Street, N.E.

Washington, D.C. 20549

 Re: ReWalk Robotics Ltd.

Registration Statement on Form S-3 (File No. 333-209833)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective date of
its Registration Statement on Form S-3 (File No. 333-209833), as amended, to 4:00 p.m., Eastern Time, on Monday, May 9, 2016, or
as soon thereafter as practicable.

The Company hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
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.

Should you have any questions regarding
this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of White & Case LLP, counsel to the Company.

[Remainder of Page Intentionally Blank]

3
Hatnufa St. 6th fl., P.O.B. 161, Yokneam Ilit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.rewalk.com

Sincerely,

REWALK
ROBOTICS LTD.

By: /s/ Larry Jasinksi _______

    Name: Larry Jasinski

    Title: Chief Executive Officer

3
Hatnufa St. 6th fl., P.O.B. 161, Yokneam Ilit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.rewalk.com

Mail Stop 3030
May 4,  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.
Amendment No. 1 to Registration Statement on Form S-3
Filed April 26, 2016
  File No. 333-209833

Dear Mr. Hershberger :

We have limited our review of your amended 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 comments apply to your facts and
circumstanc es 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, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our April 20 , 2016 letter .

Risk Factors, page 3

1. We note your response to prior comment 1 addressing your Form 10 -K disclosure
regarding 80% of the population being candidates for current or future  ReWalk products.
Please tell us the portion of that population that are candidates for current  ReWalk
product s considering all limitations on use of your current products under current FDA
clearances, and tell us where you disclose that your FDA clearance is limited beyond the
need for a companion and excluding use on stairs.

2. Please reconcile your disclosure added as the last paragraph of this section regarding “a
portion” of your United States sales being adversely affected with the dis closure in the

Kevin Hershberger
ReWalk Robotics Ltd.
May 4, 2016
Page 2

 second paragraph on page 23 of your most recent Form 10 -K regarding you being
prevented from selling your product in the United States.

3. Please provide us any documentation that supports your disclosure that (1) you have
agreed upon a prot ocol for the post -market surveillance study with the FDA, (2) the
FDA’s February 2016 letter concerns changes to the device’s manual and labeling and
not changes to the device itself, and (3) the FDA narrowed its request for a new pre -
market notificat ion to an application relating only to a computer.

Incorporation of Certain Documents by Reference, page 23
4. Please ensure that your incorporation by reference is current.  Also, please reconcile the
information in your Form 8 -K filed April 5, 2016 with the information on the Signatures
page of this registration statement.

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

CORRESP
1
filename1.htm

May 5, 2016

VIA EDGAR & FEDEX

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Russell Mancuso, Branch Chief, Office of Electronics
and Machinery

 Re: ReWalk Robotics Ltd.

Amendment No. 1 to Registration Statement on Form S-3

Filed April 26, 2016

File No. 333-209833

Dear Mr. Mancuso:

On behalf of our client, ReWalk Robotics
Ltd., an Israeli company (the “Company”), we are submitting this letter to respond to comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated May 4, 2016
(the “Comment Letter”) relating to Amendment No. 1 to the Registration Statement on Form S-3 (as refiled and amended
on the date hereof, the “Registration Statement”) filed by the Company on April 26, 2016.

Set forth below are the responses of the
Company to the comments in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below
and is followed by the Company’s response.

Risk
Factors, page 3

 1. We note your response to prior comment 1 addressing your Form 10-K disclosure regarding 80%
of the population being candidates for current or future ReWalk products. Please tell us the portion of that population that are
candidates for current ReWalk products considering all limitations on use of your current products under current FDA clearances,
and tell us where you disclose that your FDA clearance is limited beyond the need for a companion and excluding use on stairs.

Response:

The Company informs the Staff that, based
on information from a 2013 report by the National Spinal Cord Injury Statistical Center, 41.1% of the total U.S. population of
spinal cord injury (“SCI”) patients suffered injuries between levels T4 – L5. Three published ReWalk trials with
respect to such eligible SCI patients had an aggregate screening acceptance rate of 79% considering all current FDA limitations,
resulting in an estimated 33% of the total population of SCI patents being candidates for current ReWalk products. The Company
has included a new risk factor in the Registration Statement setting out the limitations under FDA clearance and the percentage
of SCI patients eligible for the Company’s current products.

May 5, 2016

 2. Please reconcile your disclosure added as the last paragraph of this section regarding “a
portion” of your United States sales being adversely affected with the disclosure in the second paragraph on page 23 of your
most recent Form 10-K regarding you being prevented from selling your product in the United States.

Response:

The Company has deleted “a portion”
in the revised version of the risk factor included in the Registration Statement, since the Company acknowledges that its U.S.
revenues would be adversely impacted if it was required to market a previous version of the ReWalk device.

 3. Please provide us any documentation that supports your disclosure that (1) you have agreed upon
a protocol for the post-market surveillance study with the FDA, (2) the FDA’s February 2016 letter concerns changes to the
device’s manual and labeling and not changes to the device itself, and (3) the FDA narrowed its request for a new pre-market
notification to an application relating only to a computer.

Response:

The Company notes as follows with respect
to each of the items listed above:

 (1) The Company had agreed to all of the FDA’s requests with respect to the protocol for the
post-market surveillance study at the time of its last submission. On May 5, 2016, the Company received written confirmation from
the FDA of that fact, which written confirmation has been provided supplementally by the Company herewith.

 (2) The Company has revised its risk factor disclosure in the Registration Statement to indicate that
the FDA’s concerns in its February 9, 2016 letter (the “February 2016 Letter”) related to the device.

 (3) The conclusion that the FDA narrowed its original request, as contained in the February 2016 Letter,
regarding which changes required a 510(k) submission reflected oral discussions with the FDA following an in-person meeting with
agency representatives in March 2016. As a result of those discussions, the Company submitted a special 510(k) application limited
to the computer used for servicing the ReWalk device that is included with the device. That submission was received by the FDA
on April 8, 2016, and the agency acknowledged receipt of the submission on April 11, 2016. The formal acceptance review notification
was received by the Company on April 21, 2016 and confirmed that the submission contained all of the necessary elements and information
for the agency to proceed with the substantive review. The FDA’s formal acceptance review notification has been provided
supplementally herewith. The Company has revised its risk factor disclosure in the Registration Statement to indicate that its
belief as to the narrowing of the request is based on discussions with the FDA.

    2

May 5, 2016

Incorporation
of Certain Documents by Reference, page 23

 4. Please ensure that your incorporation by reference is current. Also, please reconcile the information
in your Form 8-K filed April 5, 2016 with the information on the Signatures page of this registration statement.

Response:

The Company confirms that its incorporation
by reference is current and that the Company has updated the Signatures page of the Registration Statement.

*      *      *

Please do not hesitate to contact Colin
Diamond at (212) 819-8754 or Melissa Krain at (212) 819-2555 of White & Case LLP with any questions or comments regarding this
letter.

    Sincerely,

    /s/ White & Case LLP

    White & Case LLP

cc: Kevin Hershberger, Chief Financial Officer, ReWalk Robotics
Ltd.

    3

CORRESP
1
filename1.htm

April 26, 2016

VIA EDGAR & FEDEX

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Russell Mancuso, Branch Chief, Office of Electronics
and Machinery

 Re: ReWalk Robotics Ltd.

Registration Statement on Form S-3

Filed February 29, 2016

File No. 333-209833

Dear Mr. Mancuso:

On behalf of our client, ReWalk Robotics Ltd.,
an Israeli company (the “Company”), we are submitting this letter to respond to comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated April 20,
2016 (the “Comment Letter”) relating to the Registration Statement on Form S-3 originally filed by the Company on February
29, 2016 and refiled in amended form on the date hereof (the “Registration Statement”).

Set forth below are the responses of the Company
to the comments in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below and
is followed by the Company’s response.

Risk
Factors, page 3

 1. We note your response to prior comment 1; however, it appears that your registration statement does not inform investors
that you received a warning letter, nor does it disclose the existence of the June 1, 2016 deadline and FDA “reassessment,”
the date that review period ends for the “special 510(k) application” that you mention in your response, or the developments
that surrounded these issues. Please revise your registration statement accordingly. Please also (1) address the last sentence
of prior comment 1 regarding the portion of your business that would be affected by an adverse outcome in these regulatory developments,
(2) provide us a copy of any additional correspondence you received from the FDA since your April 6, 2016 letter to us, and (3)
tell us whether the FDA’s clearance of your devices is limited, and, if so, where you have disclosed the limitations.

      1

Response:

The Company has included a risk factor in
Amendment No. 1 to the Registration Statement addressing the points raised in the Staff’s comment.

Additionally, pursuant to the Staff’s
request, the Company is providing supplementally herewith to the Staff the communications it received from the FDA since the Company’s
April 6, 2016 letter to the Staff.

With respect to subparagraph (3) in the Staff’s
comment, he FDA clearance of the device requires that the tdevice be marketed for use under the supervision of a specially trained
companion if not used inside rehabilitation institutions. This is disclosed on page 1 of the Form 10-K (“However, our safety
guidelines and FDA specifications require users to be accompanied by a trained companion.”) and again on pages 10, 14 and
22. In addition, the FDA clearance does not include use on stairs. This is disclosed on page 3 of the Form 10-K (“Use on
stairs is not cleared by the FDA in the United States.”).

When used with a companion, the device is
intended for individuals with spinal cord injury at levels T7 to L5 and, when used within rehabilitation institutions, it can be
used by individuals with spinal cord injury at levels T4 to T6 . The FDA clearance also references a range of clinical criteria
for physicians to consider such as:

 · Hands and shoulders can support crutches or a walker

 · Healthy bone density

 · Skeleton does not suffer from any fractures

 · Able to stand using a device such as EasyStand

 · In general good health

 · Height is between 160 cm and 190 cm (5' 3" - 6' 2")

 · Weight does not exceed 100 kg (220 lbs)

The clearance also contraindicates the following
clinical conditions:

 · History of severe neurological injuries other than SCI (MS, CP, ALS, TBI etc)

 · Severe concurrent medical diseases: infections, circulatory, heart or lung, pressure sores

 · Severe spasticity (Modified Ashworth 4)

 · Unstable spine or unhealed limbs or pelvic fractures

 · Heterotopic ossification that impair joint mobility.

 · Significant contractures (plantar flexion > 0°, knee > 10°, hip flexion >0°)

 · Psychiatric or cognitive situations that may interfere with proper operation of the device

 · Pregnancy

      2

The Company believes that it would not be
customary to include the full content of the FDA labelling in its Form 10-K. Rather, in addition to the limitations described above,
the Company has provided disclosure to investors on page 3 of the Form 10-K to enable them to assess the impact on the Company’s
potential market opportunity by indicating the percentage of spinal cord injury patients who could be ReWalk candidates after considering
relevant exclusions:

“Three published ReWalk trials
for SCI patients had an aggregate screening acceptance rate of 81%, when exclusions due to logistics, scheduling and weight were
removed. The weight exclusion can be considered potentially short term addressable, as focus was on determining medical exclusions
such as insufficient bone material density. This indicates that approximately 80% of the SCI population could be candidates for
current or future ReWalk products.”

There has been no change to the FDAs clearance
of the ReWalk system since its receipt in 2014 and the recent correspondence from the FDA does not contain any new limitations.
Accordingly, the Company’s disclosure on this topic has remained consistent since its IPO. The Company believes the above
disclosure, coupled with the market size information that the Company has disclosed, provides investors with meaningful information
to assess the Company’s addressable market. The Company will continue to review its disclosure on this topic in future filings
and will disclosure any limitations on marketing the ReWalk device that materially impact its addressable market.

Selling
Shareholders, page 9

 2. We note your response to prior comment 2; however, we are unable to agree that disclosing a date before which transactions
occurred satisfies the requirement of Rule 430B to identify the initial offering transactions in which the securities were sold.
Please revise your registration statement to provide the disclosure required by Rule 430B. Also, please clarify the last paragraph
of your response to prior comment 2 regarding sales by the selling shareholders. If shares previously registered for sale have
been sold, it is unclear why the number of shares in the fee table attributed to the “Secondary Offering” is larger
in your Form S-3 relative to your Form F-3. Also, if you are unable to allocate the shares registered for sale to a transaction
as your response indicates, it is unclear how you will provide the disclosure required by Rule 430B(d).

Response:

The Company has expanded the disclosure on
page 9 in response to the Staff’s comment.

The reason for the increase in the number
of shares registered for sale by selling shareholders as compared to the previous Form F-3, despite sales by some of the selling
shareholders, is that certain selling shareholders who did not previously request to include shares in the Form F-3 did so in the
Form S-3. Pursuant to Section 3.1 of the Company’s Amended and Restated Shareholders’ Rights Agreement, the Company
must offer shareholders the opportunity to register their shares at the time a Form F-3 or S-3 is filed, or they can elect to do
so at a future date.  In this instance, certain of the Company’s shareholders who did not wish to be included in the
Form F-3 asked to include shares in the Form S-3.

*      *      *

      3

Please do not hesitate to contact Colin Diamond at (212) 819-8754
or Melissa Krain at (212) 819-2555 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ White & Case LLP

    White & Case LLP

 cc: Kevin Hershberger, Chief Financial Officer, ReWalk Robotics
Ltd.

      4

Mail Stop 3030
April 20, 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
Response Dated April 6, 2016
  File No. 333-209833

Dear Mr. Hershberger :

We have reviewed  your April 6, 2016  letter and have the following 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 comments apply to your facts and
circumstances or do not bel ieve 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, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our March 21, 2016  letter .

Risk Factors, page 3

1. We note your response to prior comment 1; however, it appears that your registration
statement does not inform investors that you received a warning letter, nor does it
disclose the existence of the June 1, 2016 deadline and FDA “reassessment,” the date th at
review period ends for the “special 510(k) application” that you mention in your
response, or the developments that surrounded these issues.  Please revise  your
registration statement accordingly.  Please also  (1) address the last sentence of prior
comm ent 1 regarding the portion of your business that would be affected by an adverse
outcome in these regulatory developments, (2) provide us a copy of any additional
correspondence you received from the FDA since your April 6, 2016 letter to us , and (3)

Kevin Hershberger
ReWalk Robotics Ltd.
April 20, 2016
Page 2

 tell us whether  the FDA’s clearan ce of your  device s is limited, and, if so, where you have
disclosed the limitations.

Selling Shareholders, page 9

2. We note your response to prior comment 2; however, we are unable to agree that
disclosing a date before which t ransactions occurred satisfies the requirement of Rule
430B to identify the initial offering transactions in which the securities were sold.  Please
revise your registration statement to provide the disclosure required by Rule 430B.  Also,
please clarify t he last paragraph of your response to prior comment 2 regarding sales by
the selling shareholders.  If shares previously registered for sale have been sold, it is
unclear why the number of shares in the fee table attributed to the “Secondary Offering”
is larger in your Form  S-3 relative to your Form F -3.  Also, if you are unable to allocate
the shares registered for sale to a transaction as your response indicates, it is unclear how
you will provide the disclosure required by Rule 430B(d).

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

CORRESP
1
filename1.htm

April 6, 2016

VIA EDGAR & FEDEX

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Russell Mancuso, Branch Chief, Office of Electronics
and Machinery

    Re:
    ReWalk Robotics Ltd.

    Registration Statement on Form S-3

    Filed February 29, 2016

    File No. 333-209833

Dear Mr. Mancuso:

On behalf of our client, ReWalk Robotics Ltd.,
an Israeli company (the “Company”), we are submitting this letter to respond to comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated March 21,
2016 (the “Comment Letter”) relating to the Registration Statement on Form S-3 filed by the Company on February 29,
2016 (the “Registration Statement”).

Set forth below are the responses of the Company
to the comments in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below and
is followed by the Company’s response.

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 discuss 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 factor. Include in the
risk factor the portion of your business that would be affected if the FDA were to disagree with your conclusion that you may continue
to sell the product at issue.

April 6, 2016

Response:

Pursuant to the Staff’s request, the
Company is providing supplementally herewith to the Staff the communications it received from the FDA.

Background and Current Status

The Company informs the Staff that the letter
it received on September 30, 2015 (the “September Letter”) was a warning letter related to the requirement that the
Company conduct a post-market surveillance study (a “PS Study”). After receiving the warning letter, the Company responded
promptly to the FDA’s requests.  The Company subsequently received a letter from the FDA on February 9, 2016 (the
“February Letter”) requesting additional information to supplement the Company’s earlier response. Representatives
of the Company discussed the February Letter with the FDA on a telephone call on February 12, 2016 and via email on February 19,
2016. As of the date of the filing of the Company’s annual report on Form 10-K on February 29, 2016 (the “Form 10-K”),
the Company believed that it could satisfy the FDA’s concerns voiced in the February Letter and stated that in the Form 10-K
(“Further, we currently expect that we will be able to address any deficiencies in our post-market study protocol.”).
On March 31, 2016, the FDA confirmed to the Company that regulatory action against the Company was not a priority and acknowledged
that the Company would continue to market its device subject to satisfying its PS Study requirement and submitting a special premarket
notification. The FDA expects the Company to address these issues by June 1, 2016, at which time the FDA will reassess the matter.

In the February Letter, the FDA had also raised
a separate concern regarding the need for the Company to submit a new 510(k) submission related to modifications to the Company’s
ReWalk device. At the time of filing its Form 10-K, the Company had evaluated the modifications to the device in accordance with
the FDA’s guidance on making changes to a cleared device and had concluded that these changes did not warrant reporting to
the agency. Thus, in its Form 10-K, the Company disclosed the FDA’s view that the Company should submit a second premarket
notification for the device, but explained the Company’s plans to meet with the FDA regarding the February Letter and the
Company’s expectation that it would be able to continue selling its ReWalk device. After the filing of the Form 10-K, the
Company held discussions with the FDA, including an in-person meeting on March 14, 2016. As a result of these discussions, the
FDA limited the bases for requesting a special 510(k) application only to a computer included with the ReWalk device, which it
characterized as a modification to the device that the agency had previously reviewed. The Company believes that it clearly communicated
to the FDA that the computer had always been part of the device and was adequately described during its 2013/2014 de novo
review process with the agency. Given the FDA’s decision to narrow considerably its bases for the special 510(k) application
and the Company’s good faith belief that the computer was always part of the device, the Company does not consider the FDA’s
request for a special 510(k) application for modifications made to the device to be material. Based on its understanding with the
FDA, the Company will submit by April 8, 2016 a special 510(k) application that is an abbreviated submission subject to a 30-day
review period instead of the standard 90-day review period. On March 31, 2016, the FDA confirmed to the Company that the FDA is
aware of the continued marketing of the ReWalk device and is unlikely to take regulatory action against the Company at this time
related to this matter.

Form 10-K and Form 10-Q Risk Factor Disclosure

With respect to the Staff’s request
that the Company revise its risk factor disclosure, the Company respectfully submits that, based on the Company’s assessment
of the risks at the time of the filing of the Form 10-K following its interactions with the FDA, the risk factor contained in the
Form 10-K provided adequate disclosure to investors of the material risks at that time. In particular, this reflected the Company’s
expectation that it could satisfy the FDA’s concerns regarding the PS Study. Given the fact that the Company’s assessment
of the risk was accurate and the FDA has confirmed that it will revisit its assessments with respect to the Company on or after
June 1, 2016, the Company believes that it would be appropriate to update investors as to the material risks that it currently
faces through its quarterly report on Form 10-Q, which the Company expects to file on or around May 5, 2016. Subject to any further
developments, the Company would expect to inform investors in an updated risk factor in the Form 10-Q that, subsequent to the filing
of the Form 10-K:

      2

April 6, 2016

 · the Company agreed with the FDA to submit, and submitted, a special 510(k) application solely with
respect to the computer included with the ReWalk device;

 · the Company has agreed with the FDA to the protocol for the PS Study and has initiated the study;
and

 · the FDA confirmed to the Company that regulatory action against the Company regarding the ReWalk Personal
6.0 model is not a priority for the FDA and that the FDA will review the matter on or after June 1, 2016.

Company Response to the FDA

In response to the Staff’s comment,
the deadline to start the PS Study was September 28, 2015. As set out in the September Letter, the Company received a series of
communications and had a series of discussions with the FDA starting February 13, 2015 through September 30, 2015 in which the
FDA referred to a number of instances where the Company failed to respond on a timely basis to inquiries from the FDA. The Company
attributes this to a need for greater internal clinical and regulatory resources that, as indicated below, has since been addressed.

Following the September Letter, the Company
has regularly communicated with the FDA telephonically and has met all agreed dates for the submission of responses. Specifically,
on:

 · October 15, 2015 – The September Letter required that the Company respond within 15 calendar
days. The Company submitted a revised clinical study protocol and additional information requested in the September Letter on October
15, 2015.

 · November 6, 2015 – The FDA requested that the information provided in the October 15, 2015 documents
be reformatted. The reformatted response was submitted to the FDA on November 19, 2015, on the timeline agreed upon with the agency.

 · February 9, 2016 – The FDA issued the February Letter requesting additional changes to the clinical
study protocol and a request for a 510(k) to review the changes made to the ReWalk device and labeling as described in the Company’s
October 15, 2015 response.

 · March 9, 2016 – The Company responded to the FDA within the required 30-day time frame with
the requested changes to the clinical study protocol and the need for another 510(k).

The Company considered whether to provide
disclosure to investors regarding its responsiveness to the FDA in its Form 10-K. The Company considered the fact that it had significantly
augmented its senior clinical and regulatory staff with a Director of Regulatory Affairs who commenced in January 2016 and a Director
of Clinical Operations who commenced in February 2016. The Director of Regulatory Affairs has worked in the medical device industry
since 1990 as a regulatory affairs professional. He has an M.S. in Quality Assurance and Reliability and experience working at
a range of medical device companies. The Director of Clinical Operations has worked in the medical device industry since 2006 as
a clinical studies professional. He has an M.S. in Regulatory & Clinical Research Management and experience working at a range
of medical device companies.

      3

April 6, 2016

Given these significant additions to senior
clinical and regulatory staff and the Company’s timely responses to the FDA since the September Letter, the Company concluded
that there was no material risk to disclose to investors regarding the Company’s responsiveness at the time its Form 10-K
was filed.

Selling
Shareholders, page 9

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

Response:

The Company refers the Staff to the following
disclosure on page 9 of the Registration Statement:

“This prospectus relates to the offering
by selling shareholders of up to 4,388,143 ordinary shares. This number encompasses (i) shares that were issued to the selling
shareholders prior to our September 2014 initial public offering, or IPO, including upon the conversion of preferred shares issued
before the IPO and (ii) shares that were issued upon the exercise of warrants acquired immediately prior to the IPO, in each case,
in transactions exempt from registration under the Securities Act.”

The Company believes that the foregoing disclosure
satisfies the requirements of Rule 430B(b)(2)(iii) to refer to unnamed securityholders in “a generic manner by identifying
the initial offering transaction in which the securities were sold.”

The Company notes that the disclosure above
is substantially identical in substance to the disclosure that the Company included in its registration statement on Form F-3 originally
filed on October 1, 2015 and subsequently reviewed by the Staff (the “Original Form F-3”). The principal difference
is that the Company was no longer able to quantify the number of ordinary shares originally issued pursuant to the exercise of
warrants compared to shares issued prior to its initial public offering. Given the fact that some of the selling shareholders sold
shares pursuant to Rule 144 following the filing of the Original Form F-3, allocation to a specific issuance transaction is no
longer possible. The Company therefore respectfully submits that the above-referenced disclosure satisfies the requirements of
Rule 430B(b)(2)(iii).

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.

      4

April 6, 2016

Response:

The Company intends to file the proxy statement
for its annual meeting on or around April 7, 2016. The Company will seek effectiveness of the Registration Statement following
such filing.

*      *      *

Please do not hesitate to contact Colin Diamond at (212) 819-8754
or Melissa Krain at (212) 819-2555 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/ White & Case LLP

White & Case LLP

cc: Kevin Hershberger, Chief Financial Officer,
ReWalk Robotics Ltd.

      5

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

CORRESP
1
filename1.htm

REWALK ROBOTICS LTD.

December 4, 2015

Securities and Exchange Commission

Division of Corporation Finance

110 F Street, N.E.

Washington, D.C. 20549

 Re: ReWalk Robotics Ltd.

Registration Statement on Form F-3 (File No. 333-207219)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”) hereby requests acceleration of the effective date of
its Registration Statement on Form F-3 (File No. 333-207219), as amended, to 9:00 am, Eastern Time, on December 8, 2015, or as
soon thereafter as practicable.

The Company hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with 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.
                                                                                                                                Should you have any questions regarding this letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 of
                                                                                                                                White & Case LLP, counsel to the Company.

[Remainder of Page Intentionally Blank]

    Sincerely,

    REWALK
ROBOTICS LTD.

    By:
    /s/ Kevin Hershberger

    Name:

        Title:

    Kevin Hershberger
Chief Financial Officer

CORRESP
1
filename1.htm

    October 28, 2015

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Tom Jones

 Re: ReWalk Robotics Ltd.

 Registration Statement on Form F-3 (File No. 333-207219)

Filed October 1, 2015

CIK No. 0001607962

Dear Mr. Jones:

On behalf of our client, ReWalk Robotics
Ltd., an Israeli company (the “Company”), we file herewith an amendment (“Amendment No. 1”)
to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) via the Securities
and Exchange Commission’s (the “Commission”) EDGAR system. In this letter, we respond to the comments
of the staff (the “Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s
letter to the Company dated October 26, 2015 (the “Comment Letter”). For ease of reference, each comment contained
in the Comment Letter is printed below and is followed by the Company’s response.

Exhibit 5.1

 1. We note that the paragraph numbered 3 of this exhibit addresses whether the warrants will be
legally issued, fully paid, and non-assessable. Please file an opinion addressing whether the warrants will, when sold, be binding
obligations of the registrant under the law of the jurisdiction governing the warrants. For guidance, please see Section II.B.1.f
of Staff Legal Bulletin No. 19.

Response:

In response to the Commission’s comment,
Goldfarb Seligman & Co. has revised its legal opinion filed as Exhibit 5.1 and the Company has refiled such Exhibit in Amendment
No. 1 to the Registration Statement.

Securities and Exchange Commission

October 28, 2015

 2. We note the reference in the last paragraph on page 2 of this exhibit to filing “such supplement or amendment to this
opinion (if any) as [counsel] may reasonably consider necessary or appropriate.” Please confirm that, when a takedown occurs,
you will file an updated opinion that does not include inappropriate qualifications, conditions or assumptions. For guidance, please
see Section II.B.2.a of Staff Legal Bulletin No. 19.

Response:

In response to the Commission’s comment,
Goldfarb Seligman & Co. hereby confirms that, when a takedown occurs, such firm will issue an updated opinion that does not
include inappropriate qualifications, conditions or assumptions. The Company hereby confirms that, when a takedown occurs, it will
file such updated opinion.

 3. We note that page 3 of this exhibit does not include counsel’s consent to being named in the section entitled “Enforceability
of Civil Liabilities” on page 19 of the registration statement. Please file counsel’s consent to being named in that
section.

Response:

In response to the Commission’s comment,
Goldfarb Seligman & Co. has revised its legal opinion filed as Exhibit 5.1 and the Company has refiled such Exhibit in Amendment
No. 1 to the Registration Statement.

*      *      *

Please do not hesitate to contact Colin Diamond
at (212) 819-8754 of White & Case LLP with any questions or comments regarding this letter.

        Sincerely,

        /s/ White & Case LLP

        White & Case LLP

Mail Stop 3030
October 26, 2015

Via E -mail
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
Kochav Yokneam Building, Floor 6
P.O. Box 161
Yokneam Ilit 20692, Israel

Re: ReWalk Robotics Ltd.
 Registration Statement on Form F -3
Filed October 1, 2015
  File No. 333 -207219

Dear Mr. Jasinski:

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 comments apply t o 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, we may have  additional comments .

Exhibit 5.1

1. We note that the paragraph numbered 3 of this exhibit addresses whether the warrants
will be  legally issued, fully paid, and non -assess able.  Please file  an opinion addressing
whether the warrants will, when sold, be  bindi ng obligations of the registrant under the
law of the jurisdiction governing the warrant s.  For guidance, please see Section II.B.1.f
of Staff Legal Bulletin No. 19.

Larry Jasinski
ReWalk Robotics Ltd.
October 26, 2015
Page 2

 2. We note the reference in the last paragraph on page 2 of this exhibit to filing “ such
supplement or amendment to this opinion (if any) as [counsel] may reasonably consider
necessary or appropriate.”  Please confir m that, when a takedown occurs, you will file an
updated opinion that does not include  inappropriate  qualifications, conditi ons or
assumptions.  For guidance, please see Section II.B.2.a of Staff Legal Bulletin No. 19.

3. We note that page 3 of this exhibit does not include counsel’s consent to being named in
the section entitled “Enforceability of Civil Liabilities” on page 19 of the registration
statement.  Please file counsel’s consent to being named in that section.

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 th e Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they ha ve made.

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

 should the Commission or the staff, acting p ursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with 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 in itiated 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 regist ration 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 se curities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Larry Jasinski
ReWalk Robotics Ltd.
October 26, 2015
Page 3

 Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 w ith any questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Colin J. Diamond, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 9, 2014

Securities and Exchange Commission

Division of Corporation Finance

 110 F Street, N.E.

 Washington, D.C. 20549

Re:
ReWalk Robotics Ltd.

Registration Statement on Form F-1 (File No. 333-197344)

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, ReWalk Robotics Ltd. (the “Company”)
hereby requests acceleration of the effective date of its Registration Statement on Form F-1 (File No. 333-197344), as amended, to 4:00 p.m., Eastern Time, on Thursday, September 11, 2014, or as soon thereafter as practicable.

The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with 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.

 Should you have any questions regarding this
letter, please do not hesitate to contact Colin Diamond at (212) 819-8754 or Gary Kashar at (212) 819-8223 of White & Case LLP, counsel to the Company.

 [Remainder of Page Intentionally Blank]

_____________________________________________________________________________________________________

Kochav Yokneam Building, P.O.B. 161, Yokneam Illit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.argomedtec.com

 Sincerely,

 REWALK ROBOTICS LTD.

 By:

 /s/ Larry Jasinski

 Name:

 Larry Jasinski

 Title:

 Chief Executive Officer

_____________________________________________________________________________________________________

Kochav Yokneam Building, P.O.B. 161, Yokneam Illit 2069203, Israel, T. 972 4 959 0123, F. 972 4 959 0125,

www.argomedtec.com

CORRESP
1
filename1.htm

CTR letter

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY

REWALK ROBOTICS LTD.

 FOR
CERTAIN PORTIONS OF THIS LETTER

 PURSUANT TO 17 C.F.R. § 200.83 (“RULE 83”)

August 20, 2014

 VIA EDGAR SUBMISSION AND HAND
DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Tim Buchmiller, Esq.

Re:
ReWalk Robotics Ltd.

Registration Statement on Form F-1

File. No. 333- 197344

Dear Mr. Buchmiller,

 On behalf of our
client, ReWalk Robotics Ltd. (the “Company”), we are submitting this letter to provide certain information supplementally to assist the Staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) in its review of the Company’s above-referenced registration statement on Form F-1 (the “Registration Statement”).

Because of the commercially sensitive nature of information contained herein, we have filed a separate letter (the “Request
Letter”) with the Office of FOIA Services (the “FOIA Office”) in connection with a request for confidential treatment of certain portions of this letter under the Freedom of Information Act, 5 U.S.C. § 552
(“FOIA”), 17 C.F.R. § 200.83 (“Rule 83”), and the Commission’s rules and regulations promulgated under FOIA. For the Staff’s reference, we have enclosed a copy of the Request Letter with this copy of
the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with Rule 83, the Company requests confidential treatment of the portions marked
with “[***]” (the “Confidential Information”) of this letter and (b) the accompanying Request Letter (collectively, the

 ***
CONFIDENTIAL TREATMENT REQUESTED BY REWALK ROBOTICS LTD.

 PURSUANT TO RULE 83 ***

REWALK – 01.08.20.14

“Confidential Material”). Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant to FOIA or otherwise so that the
undersigned may substantiate the foregoing request for confidential treatment in accordance with Rule 83. In accordance with Rule 83, this letter has also been clearly marked with the legend “CONFIDENTIAL TREATMENT REQUESTED BY REWALK ROBOTICS
LTD. PURSUANT TO RULE 83” and each page is marked for the record with the identifying numbers and code “REWALK – 01.08.20.14” through “REWALK – 05.08.20.14”.

The Company advises the Staff that based on discussions with the lead underwriters for its proposed initial public offering (the
“Offering”), it currently expects the price per share in the Offering to be between $[***] and $[***] after giving effect to a share split of 18:1 (effected by a bonus share issuance of 17 ordinary shares for each outstanding
ordinary share). For comparison purposes, the range would have been between $[***] and $[***] per share prior to reflecting the bonus share issuance. Such price range is subject to change based upon market conditions, Company performance and other
factors.

 The fair value of the Company’s ordinary shares for the purpose of stock-based compensation expense related to option
grants made in April 2014 was $7.97 per share ($143.46 per share on a pre-split basis) compared to the currently proposed midpoint of $[***] per share ($[***] per share on a pre-split basis). The midpoint reflects a pre-money equity value of $[***]
million. The Company notes the following with respect to the increase in value from April 2014 to the midpoint of the proposed range:

 As
disclosed to the Staff in the Company’s response letter dated July 16, 2014, the $7.97 per share value as of April 2014 reflected an equity value of $106.8 million. This equity value was derived using the probability weighted expected
return method (PWERM) attributing a 25% probability to an IPO scenario and a 75% probability to the scenarios of remaining a private company, sale, merger or liquidation. Had the Company attributed a 100% probability to an IPO – as is reflected
in the $[***] million pre-money equity valuation underlying the currently proposed midpoint of the range – the value of the Company would have been $[***] million in a 100% IPO scenario. The 25% weighting attributed to this value in April 2014
reflected uncertainty regarding the likelihood and timing of receipt of FDA clearance for ReWalk and the nascent stage of reimbursement for ReWalk outside of the United States. The primary reasons for the overall increase in value from April 2014
were: (1) receipt of FDA clearance in June 2014, a milestone that enables the Company to potentially generate revenues from sales in the U.S. market which the Company believes to be significant, and (2) the increased probability of the
IPO.1 Additional factors that contributed to the increase in value were (1) the impact of accretion and the passage of time which, all other things being equal, would support an increase in
the per share value in between April 2014 and the date of the IPO; and (2) various items of positive publicity and news in the second quarter of 2014 (e.g., the Company winning the Service Robotics Masters Startup award in Munich in June 2014).

1
The Company acknowledges the drop in equity value projected in the IPO scenario in April 2014 from $[***] million to $[***] million. This is largely the result of a decrease in the forward revenue multiples of
comparable companies.

 ***
CONFIDENTIAL TREATMENT REQUESTED BY REWALK ROBOTICS LTD.

 PURSUANT TO RULE 83 ***

REWALK – 02.08.20.14

 Attached as Exhibit A for review by the Staff is new disclosure that the Company
proposes to include in the MD&A section of the Registration Statement at the end of the section titled “—Application of Critical Accounting Policies and Estimates—Share-Based Compensation,” which explains the increase in
value of the Company’s ordinary shares since the time of the Company’s most recent option grant in April 2014.

 The Company
expects to file an amended Registration Statement with the SEC in advance of the launch of the Company’s roadshow, which is currently scheduled to be launched on August 28, 2014.

*    *    *

 ***
CONFIDENTIAL TREATMENT REQUESTED BY REWALK ROBOTICS LTD.

 PURSUANT TO RULE 83 ***

REWALK – 03.08.20.14

 Please direct any questions or comments concerning this letter to Gary Kashar at
(212) 819-8223 or Colin Diamond at (212) 819-8754 of White & Case LLP.

Sincerely,

 /s/ White & Case

White & Case LLP

 CJD

cc:
Larry Jasinski, Chief Executive Officer, ReWalk Robotics Ltd.

 ***
CONFIDENTIAL TREATMENT REQUESTED BY REWALK ROBOTICS LTD.

 PURSUANT TO RULE 83 ***

REWALK – 04.08.20.14

 Exhibit A

In mid-August 2014, in consultation with the underwriters, we determined our anticipated offering price range to be $[***] to $[***] per
share. As of the date of our most recent option grant in April 2014, we had determined the fair value of our ordinary shares to be $7.97 per share. The primary reasons for the increase in fair value were (1) our receipt in June 2014 of FDA
clearance to market ReWalk in the United States thereby enabling us to potentially generate revenues from sales in the U.S. market, which we believe to be significant, and (2) the increased probability of an IPO. The possibility of FDA approval
and its impact on our valuation was reflected in the range of values that we considered when determining the $7.97 fair value in April 2014 which reflected a 25% probability of an IPO. Had the IPO scenario, which reflected receipt of FDA clearance,
been assigned a 100% probability in April 2014, the fair value of our ordinary shares before any discount for lack of marketability would have been similar to the anticipated offering price range.

We believe that the factors described above are the primary factors accounting for the increase in the fair value of our ordinary shares from
April 2014 to the date of our IPO. Although we believe that it is reasonable to expect that the completion of our IPO will add value to our ordinary shares for the reason described above and because they will have increased liquidity and
marketability, the amount of such additional value cannot be measured or projected with precision or certainty.

 ***
CONFIDENTIAL TREATMENT REQUESTED BY REWALK ROBOTICS LTD.

 PURSUANT TO RULE 83 ***

REWALK – 05.08.20.14

CORRESP
1
filename1.htm

SEC Response Letter

 July 16, 2014

 Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Attn: Tim Buchmiller,
Esq.

Re:
ReWalk Robotics Ltd. (formerly known as Argo Medical Technologies Ltd.)

 Registration
Statement on Form F-1 (File No. 333-197344)

 Filed July 10, 2014

CIK No. 0001607962

 Dear
Mr. Buchmiller:

 On behalf of our client, ReWalk Robotics Ltd., an Israeli company formerly known as Argo Medical Technologies Ltd.
(the “Company”), we file herewith an amendment (“Amendment No. 1”) to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) via the Securities and Exchange
Commission’s (the “Commission”) EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter
to the Company dated July 11, 2014 (the “Comment Letter”). For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the
responses set forth below refer to page numbers in Amendment No. 1. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Prospectus Summary

1.
We note the disclosure you have added to your risk factor on page 13 in response to prior comment 4. In order to provide investors with balanced disclosure in your prospectus summary, please also include that
disclosure in your prospectus summary.

 Response:

The Company has added disclosure on pages 1 and 57 to describe potential disadvantages of ReWalk.

Risk Factors

2.
We note your disclosure that “although a recent amendment to the Israeli Companies Law will require us to disclose the annual compensation of our five most highly compensated senior officers on an individual
basis (rather than on an aggregate basis, as was permitted under the Israeli Companies Law for Israeli public companies listed overseas, such as in the United States, prior to such amendment), this disclosure will not be as extensive as that
required of a U.S. domestic issuer.” Supplementally advise, with a view to disclosure, how executive compensation reporting requirements for U.S. issuers are more extensive than executive compensation disclosure requirements under the new
Israeli law.

 Response:

The regulations to the Israeli Companies Law, 5759-1999 (the “Companies Law”), were recently amended to provide, in general, that most Israeli
companies that are foreign private issuers under U.S. law are required to disclose, in the notice of their annual shareholders meeting (or in an accompanying proxy statement), compensation information for the five most highly compensated directors
and executive officers of the company in the preceding fiscal year.

 Although the exact parameters of the recent amendment to the Companies Law are still
subject to discussion among practitioners in Israel, it appears as if the following items generally required to be disclosed by U.S. domestic issuers are not required to be disclosed:

(i)
grants of plan-based awards table and narrative description;

(ii)
outstanding equity awards at fiscal year-end table;

(iii)
option exercises and stock vested table;

(iv)
pension benefits table;

(v)
nonqualified defined contribution and other nonqualified deferred compensation plan table; and

(vi)
description of potential payments upon termination or change of control (and, in the case of a smaller reporting company, a narrative description generally of the material terms of each plan that provides for the
payment of retirement benefits or benefits that will be paid primarily following retirement).

 In addition, the regulations to the Companies
Law would not require a company that ceases to be an “emerging growth company” to provide a Compensation Disclosure and Analysis section as would be required of a U.S. domestic issuer.

Further, the Israeli disclosure requirements relate solely to the period for which the annual financial reports to be discussed in the annual meeting were
prepared (e.g., the preceding fiscal year) whereas U.S. domestic issuers are generally required to disclose information for the preceding three years (building up to that requirement following an IPO).

The Company has amended its disclosure on page 30 to reflect key elements of the discussion above.

Dilution

3.
Please continue to expand the disclosure in this section in response to prior comment 11 by quantifying the additional dilution per share if the underwriters’ option is exercised.

Response:

 The Company has added disclosure on page 42 to
quantify the additional dilution per share if the underwriters’ option is exercised.

 Management’s Discussion and Analysis

4.
Please expand your disclosure under “Cost of Revenues” to quantify the expenses related to transitioning manufacturing to Sanmina and the increase in salary expenses, and your disclosure under
“Research and Development Expenses” to quantify the expenses attributable to the FDA clearance process and the increase in salary expenses.

 Response:

The Company has added disclosure on page 49 to quantify, for the three months ended March 31, 2014, the effect on cost of revenues of the Sanmina
transition and the increase in salary expenses and the effect on research and development expenses of the FDA clearance process and the increase in salary expenses.

Certain Relationships and Related Party Transactions

5.
Please disclose how Kreos Capital IV is a related party.

 Response:

The Company has added disclosure on page 95 that Kreos Capital IV (Expert Fund) Limited beneficially owns, as of July 1, 2014, 1.6% of the ordinary shares
of the Company.

 Financial Statements, Note 9 – Shareholders’ Equity, page F-20 (from the Staff’s Letter to the Company dated
June 12, 2014)

25.
Please tell us the estimated IPO price range. To the extent that there is a significant difference between the estimated grant-date fair values of your common stock during the past twelve months and the estimated IPO
price, please tell us each significant factor contributing to the difference.

 As set forth on page 54 of the Registration Statement,
the Company made the following equity grants in the 12 months preceding the date of the proposed offering:

 Date of Grant

Number of Shares
Subject to Awards
Grants

Exercise Price Per Share

Estimated Fair Value
Per Share at Grant Date

 July 2013

1,215

$
23.71

$
82.02

 December 2013

24,116

26.74

104.52

 April 2014

5,159

26.74

143.46

 In order to determine the fair value of the Company’s ordinary shares for financial reporting purposes, the Company
relied in part on valuation reports prepared by a third party valuation firm. The methodologies upon which the Company relied are described in the Registration Statement and are set forth below together with the key underlying assumptions.

July 2013

 The Company used the discounted cash flow, or
DCF, method, to determine its enterprise value as of July 2013. For this purpose, the Company’s management developed projections of the Company’s cash flows from 2013 through 2018 that were discounted to present value using a discount rate
of 40%. This discount rate was considered appropriate, among other things, given the fact that the Company was only in the “second / third stage” of development under the AICPA practice aid whereby it was starting to convert from a
research and development organization to an organization ready to commercialize a product.

 The Company’s terminal value for the purpose of the DCF
method was calculated using multiples of enterprise value to sales and multiples of enterprise value to EBITDA based on three of the five guideline companies used by the Company at that time for the purpose of determining volatility. The reason for
limiting the comparable

companies in this case to three was that, for this purpose, it was appropriate only to use those companies that were mature and profitable given that the terminal value was being calculated at a
time when that would be the case of the Company.

 The overall outcome was an enterprise value of $62.5 million before adding cash of $14.1 million for a
total equity value of $76.6 million. The Company tested the reasonableness of this conclusion based on multiples of enterprise value to 2014 and 2015 projections of sales using five comparable companies with markets, operations and services similar
to the Company. The Company also analyzed these metrics with respect to comparable company transactions.

 Given that the Company’s equity value was
such that its preferred shares would not automatically convert to ordinary shares, the Company used the option pricing method, or OPM, to allocate the $76.6 million equity value to each element of its equity capital structure. For the purpose of the
OPM, the Company used a volatility of 70% based on the selected comparable companies and an estimated time to liquidation of 1.75 years. This resulted in an initial fair value per ordinary shares of $102.52 to which the Company applied a 20%
discount for lack of marketability to arrive at a fair value per ordinary share of $82.02.

 December 2013

At the time of the grants in December 2013, the Company had started to contemplate an IPO. Accordingly, the Company considered the range of possible valuations
it anticipated in the case of an IPO. The Company then applied a probability weighted expected return method, or PWERM, to the potential equity values based upon the probability of an IPO. Conversely, the DCF / OPM method described above more
closely reflected the Company’s value as a private company. The steps followed in the valuation are set forth below:

•

In considering the range of potential valuations presented to it by the underwriters, based on a lack of certainty regarding the timing of FDA approval and the nascent stage of reimbursement for the Company’s
products outside of the United States, the Company used the low end of the range of possible IPO values which it discounted to present value at a 30% discount rate, the same rate as the Company used for its DCF / OPM valuation as described below.
This resulted in an enterprise value of $139.5 million in an IPO scenario.

•

In connection with the DCF / OPM methodology, the Company used cash flow projections for 2014 through 2018 that were discounted to present value using a discount rate of 30%. The outcome was an enterprise value of $74.2
million

•

The Company attributed a 10% probability to the IPO scenario and a 90% probability to remaining private resulting on a weighted average enterprise value of $80.7 million before adding cash of $8.9 million for a total
equity value of $89.6 million.

•

The Company tested the reasonableness of this conclusion based on multiples of enterprise value to 2014 and 2015 projected sales using the five comparable companies plus one additional comparable company with markets,
operations and services similar to the Company that had completed an IPO in Q4 2013, as well as based on transactions involving comparable companies.

•

Given that the Company’s equity value was such that its preferred shares would still not automatically convert to ordinary shares, the Company continued to use OPM to allocate its equity value to each element of
its equity capital structure. For the purpose of the OPM, the Company continued to use a volatility of 70% based on the selected comparable companies and an estimated time to a liquidity event of 1.25 years. This resulted in an initial fair value
per ordinary share of $130.65 to which the Company applied a 20% discount for lack of marketability to arrive at a fair value per ordinary share of $104.52.

 The primary reasons for the increase in fair value from $82.02 in July 2013 to $104.52 in December 2013 were
as follows: The increase was impacted by the use of a lower discount rate (30% instead of 40%) which was considered appropriate as the Company had moved from the second / third stage” of development under the AICPA practice aid to the
“third / fourth” step since the Company considering an exit event and, in addition, it had made progress in key development milestones and achieving reimbursement in Europe and had visibility on the likelihood of FDA approval. In addition,
although the Company’s projected cash flows in the December 2013 valuation deferred the achievement of profitable operations for an additional year compared to the July 2013 valuation, the higher degree of certainty that it would do so, and
pricing in the mergers, acquisitions, and capital markets (reflected in an increased terminal value as part of the DCF calculation) resulted in a higher overall valuation. Finally, the 10% probability of an IPO added incrementally to the fair value.

 April 2014

 The Company used the same methodology to
value its ordinary shares in April 2014 as it did in December 2013. The steps followed in the valuation are set forth below:

•

In considering the range of potential valuations presented to it by the underwriters, based on the continued lack of certainty regarding the timing of FDA approval and the nascent stage of reimbursement for the
Company’s products outside of the United States, the Company used the low end of the range of possible IPO values which it discounted to present value at a 30% discount rate, the same rate as the Company used for its DCF / OPM valuation as
described below. This resulted in an enterprise value of $153.2 million in an IPO scenario.

•

In connection with the DCF / OPM methodology, the Company used cash flow projections for 2014 through 2018. The Company continued to use a discount rate of 30%. The overall outcome was an equity value of $84.3 million.

•

The Company attributed a 25% probability to the IPO scenario and a 75% probability to remaining private. The increase in the probability of the IPO was considered appropriate based on the fact that the Company took
substantive steps towards commencing an IPO process, including holding an organizational meeting in the second half of April 2014. The result of applying these relative probabilities was a weighted average enterprise value of $101.5 million before
adding cash of $5.3 million for a total equity value of $106.8 million.

•

The Company tested the reasonableness of this conclusion based on multiples of enterprise value to 2015 and 2016 projected sales using the previous six comparable companies plus one additional comparable company with
markets, operations and services similar to the Company that had completed an IPO in Q1 2014.

•

Given that the Company’s equity value was such that its preferred shares would still not automatically convert to ordinary shares, the Company continued to use OPM to allocate its equity value to each element of
its equity capital structure. For the purpose of the OPM, the Company continued to use a volatility of 70% based on the selected comparable companies and an estimated time to a liquidity event of 1 year. This resulted in an initial fair value per
ordinary share of $179.33 to which the Company applied a 20% discount for lack of marketability to arrive at a fair value per ordinary share of $143.46.

The primary reasons for the increase in fair value from $104.52 in December 2013 to $143.46 in April 2014 were as follows: The most significant contributor to
the increase in fair value was the increase in the probability of an IPO from 10% to 25%. In addition, although the Company’s projected cash flows in the December 2013

valuation deferred the achievement of profitable operations for an additional year compared to the December 2013 valuation, the higher degree of certainty that it would do so, and pricing in the
mergers, acquisitions, and capital markets (reflected in an increased terminal value as part of the DCF calculation) resulted in a higher overall valuat

July 11, 2014

Via E -mail
Larry Jasinski
Chief Executive Officer
ReWalk Robotics Ltd.
Kochav Yokneam Building, Floor 6
P.O. Box 161
Yokneam Ilit 20692, Israel

Re: ReWalk Robotics Ltd.
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted June 25, 2014
  CIK No. 0001607962

Dear Mr. Jasinski :

We have reviewed your amended draft registration statement  and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration stateme nt on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

Prospectus Summary

1. We note the disclosure you have added to your risk factor on page 13 in response to prior
comment 4.  In order to provide investors  with balanced disclosure in your prospectus
summary, please also include that disclosure in your prospectus summary.

Risk Factors

As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from
filing certain Exchange Act  reports , page 30

2. We note your disclosure that “ although a recent amendment to the Israeli Companies
Law will require us to disclose the annual compensation of our five most highly

Larry Jasinski
ReWalk Robotics Ltd.
July 11 , 2014
Page 2

 compensated senior officers on an individual basis (rather than on an aggr egate basis, as
was permitted under the Israeli Companies Law for Israeli public companies listed
overseas, such as in the United States, prior to such amendment), this disclosure will not
be as extensive as that required of a U.S. domestic issuer. ”  Suppl ementally advise, with a
view to disclosure, how executive compensation reporting requirements for U.S. issuers
are more extensive than executive compensation disclosure requirements under the new
Israeli law.

Dilution , page 41

3. Please continue to expand  the disclosure in this section in response to prior comment  11
by quantifying the additional dilution per share if the underwriters’ option is exercised.

Manag ement’s Discussion and Analysis

Three Months Ended March 31, 2013… , page 49

4. Please expand you r disclosure under “Cost of Revenues” to quantify the expenses related
to transitioning manufacturing to Sanmina and the increase in salary expenses, and your
disclosure under “Research and Development Expenses” to quantify the expenses
attributable to the  FDA clearance process and the increase in salary expenses.

Certain Relationships and Related Party Transactions , page 94

5. Please disclose how Kreos Capital IV is a related party .

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingproced ures101512.htm .

Larry Jasinski
ReWalk Robotics Ltd.
July 11 , 2014
Page 3

 You may contact Julie Sherman  at (202)  551-3640  or Gary Todd, (202)  551-3604  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller  at (202)  551-3635 or me at (202)  551-3528  with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail):  Colin J. Diamond , Esq.
 Gary Kashar, Esq.
 White & Case LLP

June 12 , 2014

Via E -mail
Larry Jasinski
Chief Executive Officer
Argo Medical Technologies Ltd.
Kochav Yokneam Building, Floor 6
P.O. Box 161
Yokneam Ilit 20692, Israel

Re: Argo Medical Technologies Ltd.
Draft Registration Statement on Form F -1
Submitted May 16, 2014
  CIK No. 0001607962

Dear Mr. Jasinski :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports  about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or wil l participate in your offerin g.

Larry Jasinski
Argo Medical Technologies Ltd.
June 12,  2014
Page 2

 Prospectus Summary, page 1

2. Please disclose here the current regulatory limits on your ability to distribute your
products in the United States and elsewhere, as appropriate.

3. We note your disclosure on page 14 that “currently, no uniform policy of cov erage and
reimbursement for electronic exoskeleton medical technology exists among third -party
payors in the United States or other countries where [you] sell ReWalk.”  Please include
similar disclosure in an appropriate location in your prospectus summary .

4. With a view toward balanced disclosure of the advantages described in your summary,
please tell us whether studies or users of your product have revealed any material
disadvantages.

Our Principal Shareholders, page 7

5. Please generally disclose that you have additional agreements with Yaskawa  and describe
the material terms of those agreements here.

The Offering, page 8

6. Please clarify whether any of the Series D preferred stock will be issuable to Yaskawa if
you comple te your offering prior to September 1, 2014.  If any of the Series D preferred
stock will remain outstanding or be issuable after the closing of your offering, please
disclose the material terms of the Series D preferred stock, include risk factors as
appropriate, and indicate how many shares of common stock will be issuable upon the
conversion of the Series D preferred stock.

Risks Factors

The market for exoskeletons is new and unproven…, page 13

7. We note your disclosure  in the second paragraph that your product can only be used by
users who meet certain criteria.  If true, please also indicate that users must also not have
balance, brain or vestibular disorders that would affect their sense of balance.

As a foreign private issuer, we will not be subject to U.S. proxy rules and will be exempt from
filing certain Exchange Act reports, page 29

8. The Israeli parliament recently adopted a new rule that will effectively require an Israeli
public company that is listed overs eas, such as in the United States, to disclose annually
the compensation of its top five executive officers on an individual basis regardless of
whether the company is listed in Israel.  The company must include this  disclosure in its
annual shareholder me eting notice, in an accompanying public document, or in a

Larry Jasinski
Argo Medical Technologies Ltd.
June 12,  2014
Page 3

 company report filed  under the law of its foreign listing country.   The new rule  becomes
effective on July 2, 2014.   Please revise this risk factor to reflect this new rule.

Use of Proceeds, page  38

9. Please clarify whether the proceeds will be sufficient to complete the development
activities described in this prospectus , including the development of your next generation
of ReWalk and/or achieve ment of  any regulatory approvals currently pending .

Capitalization, page 40

10. Please revise the table to remove the line item for cash and cash equivalents since this
item is not part of your capitalization.  As an alternative, you may disclose the amount of
cash and cash equivalents in the text before the t able or in a note to the table.

Dilution , page 41

11. Please expand the disclosure in this section to also disclose the dilution that will result if
the underwriters’ option is exercised.

Manag ement’s Discussion and Analysis

Overview , page 44

12. We note your  disclosure that 87% of your systems were purchased by your customers.
Please clarify who purchased the remaining systems .

Year Ended December 31, 2012… , page 48

13. For the periods presented, please indicate how many ReWalk Rehabilitation and ReWalk
Personal systems were sold .

Business

Our Competitive Strengths , page 56

14. Please clarify the difference between method and apparatus patent protection.

15. In an appropriate location in your prospectus please disclose the regulatory approvals you
will need to obtain in order for Yaskawa to market your product in the intended Asian
markets.  Please also disclose where you are in the various regulatory approval processes.

16. We note you have contracted with one party for the manufacture of your systems.  Please
disclose whether there is any customization required in the hardware or software that

Larry Jasinski
Argo Medical Technologies Ltd.
June 12,  2014
Page 4

 comprise your systems for each user.  If your systems require customization, please
clarify how the manufacturing process will be scaleable and where the customization
takes place.

17. Please disclose whether your system allows for side to side actuation.

Clinical Studies, page 63

18. Please supplementally provide us with copies of the peer reviewed articles referenced.

Government Regulation , page 66

19. We note your disclosure in the last paragraph that begins on page 67 that the FDA is
exercising enforcement discretion with regard to your position that the ReWalk product,
as distributed to medical/rehabilitation institutions, is a Class I device.  Please disclose if
this is a f ormal or informal arrangement and include risk factor disclosure as appropriate.

Management, page 72

20. Please provide the disclosures called for by Item 6.A. of Form 20 -F for Mr. Ichiki.

Compensation of Officers and Directors, page 84

21. Under the new Israe li executive compensation rule, an Israeli company that will
distribute its 2014 annual shareholder meeting notice after the rule’s effective date
(July  2, 2014) will have to provide the required individual executive compensation
disclosure for fiscal 2013  either in the 2014 annual shareholder meeting notice or in an
accompanying public document (submitted, in either case, under cover of a Form 6 -K).
An Israeli company that has distributed its 2014 shareholder meeting notice prior to the
effective date wil l be able to wait until 2015 at which time it will have to provide the
required individual executive compensation disclosure for fiscal 2014 either in its 2015
annual notice of shareholders meeting or in an accompanying public document
(submitted, in eithe r case, under cover of a Form 6 -K).  Alternatively, such an Israeli
company may include the required individual executive compensation disclosure in its
Form  20-F for fiscal 2014 and refer to the Form 20 -F in its 2015 shareholder meeting
notice.  Please advise us when and in what format you will first provide the annual
compensation of your top five executive officers on an individual basis as required by the
new Israeli rule.

Principal Shareholders, page 88

22. We note your disclosure in the last bullet point on page 8 that you will gross up the
number of shares owned by Dr. Goffer so that his ownership interest equal s 6% of your
valuation.  Please tell us how you will show this in your table on page  89.

Larry Jasinski
Argo Medical Technologies Ltd.
June 12,  2014
Page 5

Certain Relationships and Related Party Transactio ns

Agreements with Yaskawa, page 93

23. Please disclose how you will be compensated for selling Yaskawa’s products.

U.S. and Israeli Tax Consequences for Our Shareholders, page 105

24. We note your statement in the first paragraph that the disclosure contained  in this section
“is not intended to constitute a complete analysis of all tax consequences” and we note
your headings “ Certain  Israeli Tax Consequences” and “ Certain  U.S. Federal Income Tax
Consequences .”  Please revise your disclosure so that it is clear  you are disclosing all
material U.S. and Israeli tax consequences and add any missing disclosure as appropriate.

Financial Statements, page F -1

Note 9 – Shareholders’ Equity, page F -20

25. Please tell us the estimated IPO price range.   To the extent that there is a significant
difference between the estimated grant -date fair values of your common stock during the
past twelve months and the estimated IPO price, please tell us each significant factor
contributing to the difference.

Exhibits

26. As appropriate,  please file the employment agreements described on page 85 as exhibits.
Please refer to paragraph 4 of Instructions to Exhibits at the end of  Form  20-F.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Pleas e keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).   If you
intend to use Rule 83 (17 CFR 200.83) to request co nfidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

Larry Jasinski
Argo Medical Technologies Ltd.
June 12,  2014
Page 6

 You may contact Julie Sherman  at (202)  551-3640  or Gary Todd  at (202)  551-3605  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tim Buchmiller  at (202)  551-3635 or me at (202)  551-3528  with any other  questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director

cc (via e -mail):  Colin J. Diamond , Esq.
 Gary Kashar, Esq.
 White & Case LLP