ReWalk Robotics Ltd. - 1607962 - 2024

 0001607962FYtrue00-0000000

 0001607962
 2023-01-01
 2023-12-31

 0001607962
 2023-06-30

 0001607962
 2024-02-27

 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

 FORM 10-K/A

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT OR SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______ to ______

 Commission File Number: 001-36612

 ReWalk Robotics Ltd. (Exact name of registrant as specified in charter)

 Israel

 Not applicable

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. employer

 identification no.)

 3 Hatnufa Street, Floor 6, Yokneam Illit, Israel

 2069203

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: + 972. 4.959.0123

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on Which Registered

 Ordinary Shares, par value NIS 1.75 per share

 LFWD

 Nasdaq Capital Market

 Securities Registered Pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 The aggregate market value of the Ordinary Shares held by non-affiliates of the Registrant based upon the closing price of the Ordinary Shares as reported by The Nasdaq Capital Market on June 30, 2023 (the last business day of the Registrant's most recently completed second fiscal quarter) was $ 35,050,478.

 As of February 27, 2024, the Registrant had outstanding 60,131,815 Ordinary Shares, par value NIS 0.25 per share (8,590,259 Ordinary Shares, par value NIS 1.75 per share, as adjusted for a reverse split effected by the Company on March 15, 2024).

The registrant's auditor is Kost Forer Gabbay & Kasierer, Tel-Aviv, Israel (PCAOB ID 1281)

 EXPLANATORY NOTE TO AMENDMENT NO. 1

 ReWalk Robotics Ltd. (doing business as "Lifeward") (the "Company," "we," "us," "our") is filing this Amendment No. 1 on Form 10-K/A ("Amendment No. 1") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission (the "SEC") on February 27, 2024 (the "Original Form 10-K" and together with Amendment No. 1, the "2023 Annual Report"), for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement if such definitive proxy statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include the Part III information in our 2023 Annual Report because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original Form 10-K. This Amendment No. 1 amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K.

 In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Item 15 of Part IV of the Original Form 10-K is hereby amended to include as Exhibit 3.1 the Company's Fifth Amended and Restated Articles of Association and as Exhibits 31.3 and 31.4, the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Except as described herein, this Amendment No. 1 does not modify or update the disclosures in, or exhibits to, the Original Form 10-K or update the Original Form 10-K to reflect events occurring after the date of such filing. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with the Company's other filings made with the SEC subsequent to the filing of the Original Form 10-K. Unless otherwise defined herein, each capitalized term included in this Amendment No. 1 but not otherwise defined herein shall have the meaning ascribed to such term in the Original Form 10-K.

 REWALK ROBOTICS LTD.
 FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31,
2023

 Page
 No

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
 MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 SIGNATURES

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information About Our Directors

 The following table sets forth the names and ages of the directors
of the Company as of April 26, 2024 and their principal occupations at present and for the past five years. Our Board of Directors (the
"Board") currently consists of seven members and is divided into three classes. One class is elected each year at the annual
meeting of stockholders for a term of three years. The term of the Class I directors expires at the 2024 Annual Meeting of Stockholders.
No family relationships exist between any directors or executive officers, as such term is defined in Item 401 of Regulation S-K promulgated
under the Exchange Act.

 Name

 Age

 Current Position with the Company

 Director Since

 Jeff Dykan* (1)(2)

 Class I Director, Chairman

 2009

 Joesph Turk* (2)(3)

 Class I Director

 2022

 Hadar Levy* (1)

 Class I Director

 2022

 Class II Director, Chief Executive Officer

 2012

 Dr. John William Poduska* (1)(3)

 Class II Director

 2014

 Randel E. Richner* (3)

 Class II Director

 2020

 Michael Swinford*

 Class III Director

 2024

 _________________________

 * Independent

 (1) Member of Audit Committee.

 (2) Member of Nominating and Corporate Governance Committee.

 (3) Member of Compensation Committee.

 Class I Directors Continuing
in Office Until the 2024 Annual General Meeting of Shareholders

 Set forth below is a list of our directors continuing in office
until the 2024 annual general meeting of shareholders, together with certain biographical information, including their ages as of the
date of this Amendment No. 1

 Jeff Dykan, 65, has served on our Board
since 2006 and has been the Chairman of our Board since 2009. He was appointed by our shareholder SCP Vitalife. Since 2002 Mr. Dykan has
been a director of Vitalife Partners Management LP, the general partner of Vitalife, and since 2007 has been a director of its successor
fund, SCP Vitalife GP, the corporate general partner of the common general partner of SCP Vitalife Partners II L.P. and its affiliate
SCP Vitalife Partners (Israel) II L.P. He has also served as a managing member of SCP Vitalife Management Company, LLC and SCP Vitalife
Management Israel Ltd., which by contract provides certain management services to the common general partner of SCP Vitalife. Prior to
joining Vitalife, from 2001 to 2002, Mr. Dykan was the Chairman and Chief Executive Officer of BitBand Inc., formerly a provider of content
management and delivery systems, specializing in video on demand for IPTV. Mr. Dykan holds a B.Sc. in accounting and management and an
M.B.A. in computer applications, both from New York University. We believe that Mr. Dykan's extensive knowledge of corporate finance,
securities and investments and his years of acting in management roles provide him the qualifications and skills to serve as a member
of our Board.

 Joseph Turk, 56, has served
on our Board since April 2022. Mr. Turk has served as an Executive Vice President of Fresenius Medical Care North America since 2019,
during which he has served as the Global Head of Home Therapies since January 2022, President of its North American Renal Therapies Group
from July 2021 through December 2021, and as the President of its U.S. Home and Critical Care Therapies group from February 2019 until
July 2021. Previously he served in a number of roles at NxStage Medical, Inc. from 2000 to 2019, including President, Senior Vice President,
and Vice President of Marketing. Prior to this, Mr. Turk held roles at Boston Scientific Corporation and McKinsey and Company. Mr. Turk
holds a B.A. from Wabash College and an M.A from the Kellogg Graduate School of Management. We believe that Mr. Turk's management
leadership and experience in successfully achieving favorable Medicare reimbursement, building an organization for implementation
of commercialization with a novel breakthrough medical device, and completing multiple new business development transactions provide him
the qualifications and skills to serve as a member of our Board.

 Hadar Levy, 51,
has served on our Board since August 2022. Mr. Levy has more than 20 years of experience in management and finance. Mr. Levy
has served as the Chief Executive Officer of Brainsway Ltd., a commercial stage medical device company developing advanced noninvasive
neurostimulation treatments for mental health disorders, since February 2023, and prior to that, held several senior management roles
at Brainsway since joining in July 2014, including as Senior Vice President and Chief Operating Officer since May 2020, and as Chief Financial
Officer from September 2014 to May 2020. Prior to joining Brainsway, Mr. Levy served as a finance manager in the Latin America Division
at Amdocs Ltd., where he was responsible for accounting, financial reporting, treasury, portfolio management and finance support for Mergers
& Acquisitions. Prior to Amdocs, he served as Chief Financial Officer & Business Development of Notal Vision, a healthcare company
that researches and develops medical technologies for detecting retinal malfunction and deterioration, where he was responsible for all
financial functions and led financial rounds of equity including M&A activities with strategic partners. Prior to this position, he
served as Controller of GE Healthcare Israel. Mr. Levy began his career at Deloitte LLP. He holds a BA in Accounting and Economics, an
LLM degree from Bar-Ilan University (Tel Aviv, Israel), and is a Certified Public Accountant. We believe that Mr. Levy's finance
and senior management experience in the medical device industry experience provide him with the qualifications and skills to serve as
a member of our Board.

 Class II Directors Continuing
in Office Until the 2025 Annual General Meeting of Shareholders

 Set forth below is a list of our directors continuing in office
until the 2025 annual general meeting of shareholders, together with certain biographical information, including their ages as of the
date of this Amendment No. 1:

 Larry Jasinski, 66, has
served as our Chief Executive Officer ("CEO") and as a member of our Board since February 2012. From 2005 until 2012, Mr.
Jasinski served as the President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization
of products used to treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012. From 2001 to
2005, Mr. Jasinski was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for
degenerative disc disease, which was acquired by Alphatec in 2005. From 1985 until 2001, Mr. Jasinski served in multiple sales, research
and development, and general management roles at Boston Scientific Corporation. Mr. Jasinski has served on the board of directors of Massachusetts
Bay Lines since 2015 and of LeMaitre Vascular, Inc. since 2003. Mr. Jasinski holds a B.Sc. in marketing from Providence College and an
MBA from the University of Bridgeport. We believe
that Mr. Jasinski's successful leadership and executive experience, along with his extensive knowledge of the medical devices industry
and research and development, provide him the qualifications and skills to act as a member of our Board.

 Dr. John William Poduska, 86, has
served on our Board since 2014. He also serves as
a director on the boards of a number of privately-held companies. Dr. Poduska also served as a director of EXA Corporation (Nasdaq: EXA),
where he served as chairman of the company and a member of the nominating and corporate governance committee, until 2018, Novell, Inc.
until 2011 and of Anadarko Petroleum Corporation and Safeguard Scientifics, Inc. until 2009. Dr. Poduska was the Chairman of Advanced
Visual Systems Inc., a provider of visualization software, from January 1992 to December 2001. From December 1989 until December 1991,
Dr. Poduska was President and Chief Executive Officer of Stardent Computer Inc., a computer manufacturer. From December 1985 until December
1989, Dr. Poduska served as Chairman and Chief Executive Officer of Stellar Computer Inc., a computer manufacturer he founded which is
the predecessor of Stardent Computer Inc. Prior to founding Stellar Computer, Inc., Dr. Poduska founded Apollo Computer Inc. and Prime
Computer, Inc. Dr. Poduska holds a Sc. D. from MIT and an Honorary Doctorate of Humane Letters from Lowell University. We believe that
Dr. Poduska's varied director experience, both in private and public companies, his expertise in computer engineering and his familiarity
with developing companies equip him with the qualifications and skills to serve as a member of our Board.

 Randel E. Richner, 68,
has served on our Board since November 2020. Ms. Richner has over 30 years' experience in health policy, reimbursement and economics.
From 2013 to 2015, Ms. Richner served as Executive Vice President of Intralign Health, LLC. From 2006 to 2012, she was President
and Founder of Neocure Group, data analytics, health economics and reimbursement strategic services, acquired by Intralign Health, LLC
in 2013. From 1997 to 2006, Ms. Richner was Vice President of Global Government Affairs and Reimbursement, Boston Scientific
Corporation. Ms. Richner has engaged with U.S. Congress and CMS, appointed as first industry representative, Executive Committee
(EC) Medicare Coverage Advisory Committee (MCAC). She has served on the Executive Dean's Advisory Board, University of Michigan's
School of Public Health, since 2007, and has served on multiple boards including MassMedic (founding Women in MedTech), Executive
Advisory Board Center for Evaluation Value, Risk Tufts New England Medical Center, International Society of Pharmacoeconomics and Research
(ISPOR), founding the U.S. Medical Device Council. Ms. Richner has been an invited executive lecturer at Dartmouth, Tuck School of Business;
University of Michigan School of Engineering and University of Michigan School of Public Health. She has a Master of Public Health
in Health Policy and Administration and a Bachelor of Science in Nursing from University of Michigan. We
believe that Ms. Richner's extensive leadership and board membership experience in the healthcare industry, as well as her familiarity
with health economics and reimbursement procedures, provides her with a unique perspective of our market and the qualifications and skills
to serve as a member of our Board.

 Class III Director Continuing in Office until
the 2026 Annual General Meeting of Shareholders

 Set forth below is our director continuing in office until the 2026 annual general meeting
of shareholders, together with certain biographical information, including his age as of the date of this Amendment No. 1:

 Michael Swinford, 54, has
served on our Board since April 2024. Mr. Swinford has been Chief Executive Officer of Numotion since July 2014, where he has
grown the company to become the largest provider of mobility and independence solutions in the United States – serving over 400,000
individuals annually with Spinal Cord Injuries, Traumatic Brain Injuries, ALS, Muscular Dystrophy, Cerebral Palsy, Multiple Sclerosis,
Spinal Muscular Atrophy, Amputees and many other mobility related disabilities. As CEO at Numotion, Mr. Swinford has expanded commercial
coverage with over 5000 health plans, rehab hospitals, specialty and multi-disciplinary clinics, skilled nursing facilities, primary care,
and home health providers. Mr. Swinford has led efforts for benefit coverage determination for Power Wheelchair Seat Elevation systems
in 2023 and is actively leading efforts for Power Standing Wheelchairs and reform of Service and Repair regulations and reimbursement
levels. Prior to Numotion, Mr. Swinford had a highly successful 22-year career at GE Healthcare, including serving as the President
and CEO of GE Healthcare Services and as an officer of General Electric Company. Mr. Swinford held various operational and commercial
roles throughout his career leading through various business cycles from start-ups to turnarounds. Mr. Swinford also serves as a director
of CareATC, a technology enabled population health primary care provider, as well as a director of Aspen Surgical, a global surgical supply
manufacturer. We believe that Mr. Swinford's extensive experience with health and rehabilitation products, as well as his knowledge
of the reimbursement process, provide him the qualifications and skills to serve as a member of our Board.

 Information About Our Executive Officers

 The following table sets forth the name, age and position of each
of our executive officers as of April 26, 2024:

 Name

 Age

 Position

 Chief Executive Officer and Director

 Michael Lawless

 Chief Financial Officer

 Charles Remsberg

 Chief Sales Officer

 Jeannine Lynch

 Vice President of Market Access

 Almog Adar

 Vice President of Finance and Chief Accounting Officer

 Larry Jasinski has served
as our Chief Executive Officer and as a member of our board since February 2012. From 2005 until 2012, Mr. Jasinski served as the
President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization of products used to
treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012. From 2001 to 2005, Mr. Jasinski
was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease,
which was acquired by Alphatec in 2005. From 1985 until 2001, Mr. Jasinski served in multiple sales, research and development, and
general management roles at Boston Scientific Corporation. Mr. Jasinski has served on the board of directors of Massachusetts Bay Lines
since 2015 and of LeMaitre Vascular, Inc. since 2003. Mr. Jasinski holds a B.Sc. in marketing from Providence College and an MBA
from the University of Bridgeport.

 Michael Lawless has served
as our Chief Financial Officer since September 2022. Prior to Lifeward, Mr. Lawless served as a CFO consultant for Danforth Advisors,
LLC, a provider of financial consulting services to the life sciences industry. From 2015 to 2020, Mr. Lawless held several financial
leadership positions including Division CFO at Azenta, Inc. (formerly Brooks Automation, Inc.), a worldwide provider of management solutions
for biological samples. Previously, Mr. Lawless also held financial leadership roles for AECOM Technology, Inc., PerkinElmer, Inc., Momenta
Pharmaceuticals, Inc. and CTI Molecular Imaging, Inc. Mr. Lawless has a Bachelor of Arts degree in Economics from Swarthmore College,
a Master of Business Administration degree from the Tuck School of Business at Dartmouth College and is a Certified Public Accountant.

 Charles Remsberg has served
as our Chief Sales Officer since August 2023. Prior to Lifeward, Mr. Remsberg served as CEO of AlterG from March 2017 until our
acquisition of AlterG in August 2023. An industry veteran of over 30 years, Mr. Remsberg has been responsible for bringing innovative
rehabilitation technology to physical therapy, neuro-rehabilitation, sports medicine, and wellness customers. Prior to serving at AlterG,
Mr. Remsberg served in both executive and commercial leadership roles for Tibion (for which he served as the CEO from December 2009 to
April 2013, when it was acquired by AlterG), Hocoma (for which he served as the U.S. CEO and Global Head of Sales from September 2003
to November 2009), and Biodex Medical Systems (for which he served as the Head of Worldwide Sales from January 1997 to October 2002).
Mr. Remsberg holds an AS in Business Administration from Suffolk County Community College.

 Jeannine Lynch has served
as our Vice President of Market Access and Strategy since August 2021. Prior to Lifeward, Ms. Lynch served as Senior Director of Patient
Access Services at BioMarin Pharmaceuticals from April 2009 to September 2021. In addition to her work with BioMarin, Ms. Lynch has worked
for industry leaders such as Genentech and Pfizer/Agouron. She has held leadership roles in commercial management, product launches and
built customized patient services to address several different rare and ultrarare medical conditions. Ms. Lynch also sits on the Board
of Directors for MVP, a non-profit organization to help young people of color prepare, perform, progress, and prosper in their education,
leadership and early professional careers. Ms. Lynch is a graduate of the University of California Berkeley and holds a Master of Public
Health from the University of Michigan.

 Almog Adar has served as
our Vice President of Finance since December 2022 and as our Chief Accounting Officer since March 2022. From 2020 to December 2022, Mr.
Adar served as our Director of Finance and Corporate Financial Controller. Prior to Lifeward, Mr. Adar served as Controller of Infinya
Recycling Ltd. (previously Amnir Recycling) from January 2018 until December 2019. From January 2016 until December 2017, Mr. Adar served
as Assistant Controller of Delta Galil Industries. Mr. Adar has a Bachelor of Arts degree in Accounting and Economics from the Open University
of Israel and is a Certified Public Accountant licensed by the Israeli Ministry of Justice.

 Board Leadership Structure

 Although the Board does not currently have a formal policy requiring
the offices of Chairman of the Board and CEO to be separate, the Israel Companies Law provides that one individual cannot serve as both
Chairman and CEO, unless the shareholders approve such dual role, with each such approval to be valid for not more than three years. Currently,
we have separated the positions of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible
for the day-to-day leadership and performance of the Company, while the Chairman of the Board (in collaboration with other members of
the Board) sets the strategic direction of the Company, provides guidance to the management, sets the agenda for the Board meetings (in
collaboration with the other members of the Board) and presides over meetings of the Board. We believe that the current separation between
Chairman and CEO allows each of them to better focus on their designated responsibilities. In addition, we believe that the current separation
provides a more effective monitoring and objective evaluation of the performance of the CEO. The Board believes it is important that the
Company retain organizational flexibility to determine whether the roles of CEO and Chairman of the Board should be separated or combined.

 Risk Management

 The Board is actively involved in the oversight and management
of risks that could affect the Company. This oversight and management is conducted primarily through committees of the Board, as disclosed
in the descriptions of each of the committees above and in the charters of each of the committees, but the full Board has retained responsibility
for general oversight of risks. The Board regularly receives reports from members of senior management on areas of material risk to the
Company, including operational (which itself includes cybersecurity matters), financial, regulatory and legal. The audit committee oversees
management of financial risks (including liquidity and credit), approves all transactions with related persons and is primarily responsible
for oversight of the Company's financial reporting process and internal control over financial reporting. The compensation committee
is responsible for overseeing the management of risks relating to the Company's executive compensation plans and arrangements. The
nominating and corporate governance committee oversees the Company's corporate governance programs, including the administration
of the Code of Business Conduct and Ethics. The Board discharges its oversight responsibility through full reports by each committee chair
regarding the relevant committee's actions, as well as through regular reports directly from officers responsible for oversight
of particular risks within the Company.

 Opt-Out of Certain Israel Companies Law Requirements

 As an Israeli company, we are required to comply with the requirements
of the Israel Companies Law and the regulations promulgated thereunder. Until early 2018, our Board was required to include at least two
"external directors" as defined under the Israel Companies Law. In addition, we were required to comply with certain requirements
under the Israel Companies Law regarding the composition of our audit committee and compensation committee, including requirements relating
to the inclusion and role of the external directors on such committees. Pursuant to regulations then promulgated under the Israel Companies
Law, however, we — as a company that does not have a controlling shareholder, and that complies with the U.S. securities laws and
the corporate governance rules of the Nasdaq Stock Market ("Nasdaq") — were permitted to "opt out" of the
requirement to appoint external directors as well as the above requirements related to the composition of the audit committee and the
compensation committee.

 In February 2018, our Board determined that opting out of the requirements
under the Israel Companies Law regarding the appointment of external directors and the composition of our audit committee and compensation
committee would reduce our administrative and financial burden and provide greater flexibility in attracting highly-qualified directors,
while maintaining appropriate corporate governance standards. Accordingly, we opted out of such requirements. As a result, our Board is
no longer required to include two external directors, and our audit committee and compensation committee do not need to comply with certain
committee composition requirements under the Israel Companies Law.

 Director Independence

 Our Board has determined that, other than Larry Jasinski, our CEO,
all of our current directors are independent under Nasdaq listing standards. Furthermore, our Board also determined that all current members
of the audit committee, compensation committee, and nominating and corporate governance committee are independent under the applicable
Nasdaq listing standards and rules and regulations of the SEC. In making its determinations regarding independence, the Board carefully
reviewed the categorical tests enumerated in the Nasdaq independence definition, as well as the individual circumstances of each director
with regard to each director's business and personal activities as they may relate to the Company and our management.

 Nasdaq Listing Standards

 The Nasdaq definition of "independent director" includes
a series of objective tests. Specifically, a director is deemed independent under the Nasdaq rules if such director is not an executive
officer or employee of the Company or any other individual having a relationship which, in the opinion of the company's Board, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Generally, the following persons
are not considered independent, among others:

 •

 a director who is, or at any time during the past three years was, employed by the company;

 •

 a director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any
 period of twelve consecutive months within the three years preceding the determination of independence, other than compensation for board
 or board committee service, compensation paid to a family member who is an employee (other than an executive officer) of the company,
 or benefits under a tax-qualified retirement plan, or non-discretionary compensation;

 •

 a director who is a family member of an individual who is, or at any time during the past three years was, employed by the company
 as an executive officer;

 •

 a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization
 to which the company made, or from which the company received, payments for property or services in the current or any of the past three
 fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other
 than the following: (i) payments arising solely from investments in the company's securities; or (ii) payments under non-discretionary
 charitable contribution matching programs;

 •

 a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the
 past three years any of the executive officers of the company serve on the compensation committee of such other entity; and

 •

 a director who is, or has a family member who is, a current partner of the company's outside auditor, or was a partner or employee
 of the company's outside auditor who worked on the company's audit at any time during any of the past three years.

 Audit Committee

 We have a separately designated standing audit committee. The audit
committee currently consists of Mr. Jeff Dykan, Dr. John William Poduska and Mr. Hadar Levy. Mr. Dykan serves as the chairman of the audit
committee. The audit committee holds a minimum of four meetings per year and will meet more frequently as circumstances require. The audit
committee met seven times during the fiscal year ended December 31, 2023.

 Israel Companies Law Requirements

 Under the Israel Companies Law, we are required to appoint an audit
committee. As discussed above under "Opt-Out of Certain Israel Companies Law Requirements," in February 2018 we opted out
of certain additional Israel Companies Law requirements relating to the audit committee, including certain requirements as to the composition
of our audit committee.

 Nasdaq Listing Standards
and SEC Requirements

 Under the Nasdaq corporate governance rules, we are required to
maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has
accounting or related financial management expertise. Additionally, we must state whether any members of the audit committee qualifies
as an "audit committee financial expert" under Item 407(d) of Regulation S-K as promulgated by the SEC.

 All members of the audit committee meet the requirements for financial
literacy under the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules. Our Board has determined that
Hadar Levy is an "audit committee financial expert" as defined by the SEC rules and has the requisite financial sophistication
as defined by the Nasdaq corporate governance rules.

 Each of the current audit committee members is "independent"
as such term is defined under the Nasdaq corporate governance rules and under Rule 10A-3(b)(1) under the Exchange Act, which is different
from the general test for independence of board members and members of other committees.

 Audit Committee Role

 Our Board has adopted an audit committee charter that sets forth
the responsibilities of the audit committee consistent with the rules of the SEC and the Nasdaq corporate governance rules, as well as
the requirements for such committee under the Israel Companies Law, including the following:

 •

 overseeing our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement
 of our independent registered public accounting firm to the Board in accordance with Israeli law;

 •

 reviewing regularly the senior members of the independent auditor's team, including the lead audit partner and reviewing partner;

 •

 pre-approving the terms of audit, audit-related and permitted non-audit services provided by the independent registered public accounting
 firm;

 •

 recommending the engagement or termination of the person filling the office of our internal auditor;

 •

 reviewing periodically with management, the internal auditor and the independent registered public accounting firm the adequacy and
 effectiveness of the Company's internal control over financial reporting; and

 •

 reviewing with management and the independent registered public accounting firm the annual and quarterly financial statements of
 the Company prior to filing with the SEC.

 The charter of the audit committee is available at
Information contained on, or that can be accessed through, our website does not constitute a part of this Amendment No. 1 and is not incorporated
by reference herein.

 The audit committee provides assistance to our Board in fulfilling
its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control over financial
reporting and legal compliance. Specifically, the audit committee pre-approves the services performed by our independent registered public
accounting firm and reviews the firm's reports regarding our accounting practices and systems of internal control over financial
reporting. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions
that it deems necessary to satisfy itself that such accountants are in fact independent of management.

 Under the Israel Companies Law, the audit committee is responsible
for:

 •

 determining whether there are deficiencies in the business management practices of the Company and making recommendations to our
 Board to improve such practices;

 •

 determining whether to approve certain related party transactions, and classifying transactions in which a controlling shareholder
 has a personal benefit or other interest as significant or insignificant (which affects the required approvals) (see "—Approval
 of Related Party Transactions under Israeli Law" below);

 •

 examining our internal controls and internal auditor's performance, including whether the internal auditor has sufficient resources
 and tools to dispose of its responsibilities, and in certain cases approving the annual work plan of our internal auditor;

 •

 examining the scope of our auditor's work and compensation and submitting a recommendation with respect thereto to our Board
 or shareholders, depending on which of them is considering the appointment of our auditor; and

 •

 establishing procedures for the handling of employees' complaints as to the deficiencies in the management of our business
 and the protection to be provided to such employees.

 The audit committee may not approve any actions requiring its approval unless at the
time of the approval a majority of the committee's members are present. See "—Approval of Related Party Transactions
under Israeli Law" below.

 Compensation Committee

 We have a separately designated standing compensation committee.
The compensation committee currently consists of Ms. Randel E. Richner, Mr. Joseph Turk, and Dr. John William Poduska. Dr. Poduska serves
as the chairman of the compensation committee. The compensation committee meets as circumstances require and held five meetings during
the year ended December 31, 2023.

 Israel Companies Law Requirements

 Under the Israel Companies Law, the board of directors of a public
company must appoint a compensation committee. As discussed above under "Opt-Out of Certain Israel Companies Law Requirements,"
in February 2018 we opted out of certain additional Israel Companies Law requirements relating to the compensation committee, including
certain requirements as to the composition of our compensation committee.

 The duties of the compensation committee include the recommendation
to the company's board of directors of a compensation policy regarding the terms of engagement of directors and of specified members
of senior management. That compensation policy must be adopted by the company's board of directors, after considering the recommendations
of the compensation committee, and must then be approved by the company's shareholders, which approval requires a Special Approval
for Compensation (as defined below under "—Approval of Related Party Transactions under Israeli Law— Disclosure of Personal
Benefits or Other Interests of an Office Holder and Approval of Certain Transactions"). Our Board adopted a compensation policy,
which our shareholders approved at the annual general meeting of our shareholders held on September 13, 2023 (the "Compensation
Policy").

 The compensation policy of an Israeli company must serve as the
basis for decisions concerning the financial terms of employment or engagement of office holders, including compensation, benefits, exculpation,
insurance and indemnification. The compensation policy must take into account certain factors, including advancement of the company's
objectives, the company's business plan and its long-term strategy, and creation of appropriate incentives. It must also consider,
among other things, the company's risk management, size and the nature of its operations. The compensation policy must include certain
principles, such as: a link between variable compensation and long-term performance and measurable criteria; the relationship between
variable and fixed compensation; and the minimum holding or vesting period for variable, equity-based compensation. We believe that the
Compensation Policy satisfies these requirements.

 The compensation committee is responsible for (a) recommending
the Compensation Policy to our Board for its approval (and subsequent approval by our shareholders) and (b) carrying out duties related
to the Compensation Policy and to the compensation of our directors and senior management, including:

 •

 reviewing and making recommendations regarding our Compensation Policy at least every three years;

 •

 recommending to the Board periodic updates to the Compensation Policy;

 •

 assessing implementation of the Compensation Policy;

 •

 approving compensation terms of executive officers, directors and employees affiliated with controlling shareholders; and

 •

 exempting certain compensation arrangements from the requirement to obtain shareholder approval under the Israel Companies Law.

 Nasdaq Listing Standards
and Section 16 of the Exchange Act

 Under the Nasdaq corporate governance rules, we are required to
maintain a compensation committee consisting of at least two independent directors. Each of the members of the compensation committee
is required to be independent under the Nasdaq listing standards relating to compensation committee members, which are different from
the general test for independence of the Board and members of other committees. In assessing independence, the Board considered all factors
specifically relevant to determining whether a director has a relationship to the Company which is material to that director's ability
to be independent from management in connection with the duties of a compensation committee member and determined that each of the members
of the compensation committee satisfies those requirements. Additionally, transactions between us and our directors and executive officers
will be considered exempt from short-swing liability under Section 16(b) of the Exchange Act if approved by our Board or a committee composed
solely of two or more "non-employee directors," as defined in Rule 16b-3 under the Exchange Act ("Rule 16b-3").
Our Board has determined that each of the members of the compensation committee is a "non-employee director," as defined in
Rule 16b-3.

 Compensation Committee Role

 Our Board has adopted a compensation committee charter setting
forth the responsibilities of the committee, which include:

 •

 reviewing and approving the granting of options and other incentive awards under the Company's equity compensation plans to
 the extent such authority is delegated by our Board;

 •

 recommending the Company's compensation policy and reviewing that policy from time to time both with respect to the CEO and
 other office holders and generally, including to assess the need for periodic updates;

 •

 reviewing and approving corporate goals relevant to the compensation of the CEO and other officers and evaluating the performance
 of the CEO and other officers; and

 •

 reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors.

 The charter of the compensation committee is available at
Information contained on, or that can be accessed through, our website does not constitute a part of this Amendment No. 1 and is not incorporated
by reference herein.

 Subject to applicable law, the compensation committee may delegate
its authority to subcommittees established from time to time by the committee. Such subcommittees shall consist of one or more members
of the committee or the board and shall report to the committee. The compensation committee is authorized to retain and terminate compensation
consultants, legal counsel or other advisors to the committee and to approve the engagement of any such consultant, counsel or advisor,
to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the compensation
committee.

 Compensation Consultant

 The compensation committee has authority to retain compensation
consulting firms to assist it in the evaluation of executive officer and employee compensation and benefit programs. The compensation
committee has retained Aon Hewitt ("Aon") as its independent compensation advisor. Aon provides an objective perspective as
to the reasonableness of our executive compensation programs and practices and their effectiveness in supporting our business and compensation
objectives, as well as our equity compensation plans and number of shares available for grants.

 Although Aon regularly
consults with management in performing work requested by the compensation committee, it did not perform any separate additional services
for management. The compensation committee has assessed the independence of Aon pursuant to applicable SEC rules and concluded that no
conflict of interest exists that would prevent Aon from independently representing the compensation committee.

 Nominating and Corporate Governance Committee

 The nominating and corporate governance committee currently consists
of Messrs. Jeff Dykan and Joseph Turk. Mr. Dykan serves as the chairman of the nominating and corporate governance committee. The nominating
and corporate governance committee meets as circumstances require, with no meetings having taken place during the fiscal year ended December
31, 2023. Our Board has adopted a nominating and corporate governance committee charter that sets forth the responsibilities of the nominating
and corporate governance committee, which include:

 •

 overseeing and assisting our Board in reviewing and recommending nominees for election as directors;

 •

 reviewing and evaluating recommendations regarding management succession;

 •

 assessing the performance of the members of our Board; and

 •

 establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and
 recommending to our Board a code of conduct.

 The nominating and corporate governance committee considers proposals
from a number of sources, including recommendations for nominees from shareholders submitted upon written notice to the chairman of the
nominating and corporate governance committee, c/o ReWalk Robotics Ltd., 3 Hatnufa Street, Floor 6, Yokneam Illit 2069203, Israel. Other
sources include referrals from other directors, members of management and the Company's advisors. When considering a person to be
recommended for nomination as a director, the nomination and governance committee evaluates, whether sourced by a shareholder or otherwise,
among other factors, experience, accomplishments, education, skills, personal and professional integrity, diversity of the Board and the
candidate's ability to devote the necessary time for service as a director (including directorships and other positions held at
other corporations and organizations). The nominating and governance committee does not use different standards to evaluate nominees
depending on whether they are proposed by our directors and management or by our shareholders.

 The nominating and corporate governance committee has no specific
policy on director diversity. However, the Board reviews diversity of viewpoints, background, experience, accomplishments, education and
skills when evaluating nominees. The Board believes that such diversity is important because it provides varied perspectives and promotes
active and constructive discussion among directors and between the Board and management, resulting in more effective oversight of management's
formulation and implementation of strategic initiatives. In addition, in the Board's executive sessions and in annual performance
evaluations conducted by the Board and its committees, the Board from time to time considers whether the Board's composition promotes
a constructive and collegial environment. In determining whether an incumbent director should stand for reelection, the nominating and
corporate governance committee considers the above factors, as well as that director's personal and professional integrity, attendance,
preparedness, participation and candor and other relevant factors as determined by the Board. Additionally, under Israeli law, if at the
time of election of a director, all of the members of the Board are of the same gender, the director to be elected must be of the other
gender. Further, the recently adopted listing requirements of Nasdaq require each listed smaller reporting company to have, or explain
why it does not have, at least two diverse directors on the board, including at least one diverse director who self-identifies as female.
Nasdaq permits the second diverse director to include an individual who self-identifies as one or more of the following: female, LGBTQ+
or an underrepresented minority. Our current board composition is in compliance with these requirements. Each term used above, and in
the matrix below, has the meaning given to it in Nasdaq Listing Rule 5605(f). The Board believes its diversity is demonstrated in the
range of experiences, qualifications and skills of the current members of the Board, as well as gender identities, reflected in the membership
of Ms. Richner.

 The matrix below provides certain highlights of the composition
of our Board members based on self-identification.

 Board Diversity Matrix
 (As of April 26, 2024)

 Total Number of Directors

 Female

 Male

 Non-Binary

 Did
 Not Disclose Gender

 Part I: Gender Identity

 Directors

 —

 —

 Part II: Demographic Background

 African American or Black

 —

 —

 —

 —

 Alaskan Native or Native American

 —

 —

 —

 —

 Asian

 —

 _

 —

 —

 Hispanic or Latinx

 —

 —

 —

 —

 Native Hawaiian or Pacific Islander

 —

 —

 —

 —

 White

 —

 —

 Two or More Races or Ethnicities

 —

 —

 —

 —

 LGBTQ+

 —

 —

 —

 —

 Did Not Disclose Demographic Background

 —

 -

 —

 —

 The charter of the nominating and corporate governance committee
is available at
Information contained on, or that can be accessed through, our website does not constitute a part of this Amendment No. 1 and is not incorporated
by reference herein.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires that the Company's
directors, executive officers and persons who own more than 10% of our outstanding ordinary shares file with the SEC initial reports
of ownership in our ordinary shares and reports of changes in ownership in our ordinary shares. Based solely on a review of reports filed
during the fiscal year ended December 31, 2023 and certain of our internal records, we believe that all Section 16(a) filing requirements
applicable to our directors, officers and greater than 10% beneficial owners were satisfied on a timely basis, except for: (i) two Form
4's filed late by Larry Jasinski on each of April 3, 2024 and September 19, 2023, each such report relating to one transaction not
reported in the time period specified by rule; (ii) two Form 4's filed late by Randel Richner on each of March 17, 2023 and September
19, 2023, each such report relating to one transaction not reported in the time period specified by rule; (iii) two Form 4's filed
late by Jeannine Lynch on each of August 4, 2023 and August 31, 2023, each such report relating to one transaction not reported in the
time period specified by rule; (iv) one Form 4 filed late by Jeff Dykan on September 19, 2023, such report relating to one transaction
not reported in the time period specified by rule; (v) one Form 4 filed late by Dr. John William Poduska on September 19, 2023, such report
relating to one transaction not reported in the time period specified by rule; (vi) one Form 4 filed late by Hadar Levy on September 19,
2023, such report relating to one transaction not reported in the time period specified by rule; (vii) one Form 4 filed late by Joseph
Turk on September 19, 2023, such report relating to one transaction not reported in the time period specified by rule; and (viii) two
Form 4's filed late by Lind Global Fund II LP on each of July 6, 2023 and September 6, 2023, each such report relating to one transaction
not reported in the time period specified by rule.

 Code of Ethics

 We have adopted a Code of Business Conduct and Ethics (the "Code of Ethics"),
which applies to all officers, directors and employees. The Code of Ethics is available on our website at [-]. Any amendments to the Code
of Ethics, or any waivers of its requirements, are expected to be disclosed on our website to the extent required by applicable rules
and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K. The reference to our website address here and elsewhere
in this proxy statement does not constitute incorporation by reference of the information contained at or available through our website.

 ITEM 11. EXECUTIVE COMPENSATION

 As a smaller reporting company, we have opted to comply with
the executive compensation rules otherwise applicable to "smaller reporting companies," as such term is defined in Rule 12b-2
under the Exchange Act.

 This section provides
certain compensation-related information for (1) all individuals who served as our CEO during any part of the year ended December 31,
2023, and (2) our two most highly compensated executive officers (other than our CEO) who were serving as executive officers as of December
31, 2023 (together, our "Named Executive Officers").

 Named Executive Officers

 Our Named Executive Officers for the year ended December 31, 2023, which consists of
our principal executive officer and our two other most highly compensated executive officers, are:

 • Larry Jasinski, our CEO;

 • Michael Lawless, our Chief Financial
Officer; and

 • Jeannine Lynch, our Vice President
of Market Access and Strategy

 2023 Summary Compensation Table

 The following table provides information regarding the total compensation awarded to,
earned by, or paid to our Named Executive Officers for services rendered to us in all capacities for the fiscal years ended December 31,
2022, and 2023.

 Name and
 Principal
 Position

 Year

 Salary
 ($)

 Stock Awards

 ($) (1)

 Non-Equity Incentive Plan Compensation($) (2)

 Total
 ($)

 Larry Jasinski,

 Chief Executive

 Officer and Director

 2023

 442,312

 167,714

 278,657

 888,683

 2022

 419,253

 200,000

 234,782

 854,035

 Michael Lawless, Chief

 Financial Officer

 2023

 316,500

 99,000

 101,913

 517,413

 2022 (3)

 86,538

 201,375

 23,704

 311,617

 Jeannine Lynch,

 Vice President of Market

 Access and Strategy

 2023

 351,104

 82,500

 113,058

 546,662

 2022

 332,800

 137,500

 93,184

 563,484

 ____________________

 (1)

 Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board
 Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The fair value of restricted stock units ("RSUs")
 granted is determined based on the price of the Company's ordinary shares on the date of grant. This amount does not correspond
 to the actual value that may be recognized by the Named Executive Officer upon the vesting and subsequent settlement of the restricted
 stock units. The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial
 statements included in our 2023 Annual Report.

 (2)

 Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives
 on account of fiscal year 2023.

 (3)

 Mr. Lawless joined the Company as our Chief Financial Officer effective September 19, 2022 and was not a Named Executive Officer
 in 2022.

 Pursuant to regulations promulgated under the Israel Companies
Law, we are required to disclose the total compensation earned during 2023 by our five most highly-compensated office holders (as defined
in the Israel Companies Law). Three of such individuals are our Named Executive Officers, as defined above, and their respective total
compensation for 2023 is set forth in the Summary Compensation Table. The other two individuals, and their respective total compensation
for 2023, is as follows:

 Name and
 Principal
 Position

 Salary
 ($)

 Stock Awards

 ($) (1)

 Non-Equity Incentive Plan Compensation($) (2)

 All Other Compensation
 ($)

 Total
 ($)

 Miri Pariente,

 Vice President of Operations,

 Regulatory and Quality (3)

 187,314

 75,000

 59,004

 91,488 (4)

 412,806

 Almog Adar,

 Vice President of Finance and Chief

 Accounting Officer (3)

 160,583

 75,000

 36,934

 66,101 (5)

 338,618

 ______________

 (1)

 Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board
 Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The fair value of RSUs granted is determined based on
 the price of the Company's ordinary shares on the date of grant. This amount does not correspond to the actual value that may be
 recognized by the individuals listed in the table above upon the vesting and subsequent settlement of the restricted stock units. The
 valuation assumptions used in determining such amounts are described in Notes 2l and 8b to our consolidated financial statements included
 in our 2023 Annual Report.

 (2)

 Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives
 on account of fiscal year 2023.

 (3)

 The amounts set forth for each of Ms. Pariente and Mr. Adar in the columns "Salary," "Non-Equity Incentive Plan,"
 and "All Other Compensation" represent payments, contributions and/or allocations that were made in New Israel Shekels ("NIS")
 and have been translated to U.S. dollars according to the average exchange rate on the applicable period.

 (4)

 Consists of $54,309 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the
 Company of $37,179 with respect to Ms. Pariente's personal use of a Company-leased car.

 (5)

 Consists of $46,654 for payments, contributions
 and/or allocations for social benefits and the aggregate incremental cost to the Company of $19,447 with respect to Mr. Adar's personal
 use of a Company-leased car.

 Narrative Disclosure to the 2023 Summary Compensation Table

 Our compensation committee reviews and approves the compensation of our executive
officers and is primarily responsible for determining the compensation for the Named Executive Officers and office holders (within the
meaning of the Israeli Companies Law) consistent with our overall executive compensation philosophy. Our compensation committee reviews
and discusses the compensation of other officers with the chief executive officer and considers overall Company performance against goals,
individual executive performance, and internal and external equity as key factors in those decisions. We develop our compensation programs
after reviewing publicly available compensation data. Aon advises the compensation committee on all of the principal aspects of executive
compensation. Aon attends meetings of the compensation committee when requested to do so. Aon reports directly to the compensation committee
and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The
compensation committee has assessed the independence of Aon consistent with SEC regulations and Nasdaq listing standards and has concluded
that the engagement of Aon does not raise any conflict of interest.

 Base Salaries

 At the beginning of 2023, our compensation committee reviewed and approved the base salaries of the Named
Executive Officers based on an analysis of external market conditions and individual performance against goals. The table below
sets forth the base salaries for each of the Named Executive Officers for 2023:

 Name

 2023 Base Salary ($)

 442,312

 Michael Lawless

 316,500

 Jeannine Lynch

 351,104

 2023 Non-Equity Incentive Plan

 All employees who have bonus features in their employment agreements,
including our Named Executive Officers, were eligible to participate in a non-equity incentive plan for fiscal year 2023, pursuant to
which employees were eligible to receive a bonus with respect to their performance in such year. Each Named Executive Officer's
target was equal to a specified percentage of his or her base salary, and the actual bonus is paid based on the achievement of certain
business and personal performance objectives for the 2023 fiscal year. Not all goals were required to be satisfied for a Named Executive
Officer to receive a portion of the bonus. The principal business performance objective under the non-equity incentive plan for 2023 was
based on achieving specified financial goals or milestones as set forth in the Compensation Policy as approved by our shareholders. These
objectives were allocated as 20% for revenue targets, 20% for market development targets, 20% for strategic targets, and 20% for net loss
targets. A personal performance objective, which is subjective in nature, made up the remaining 20%.

 If the target was met in all categories of the business performance
objective, 100% of the Named Executive Officer's bonus was to be paid. The percentage of the bonus to be paid varied depending on
the specific target and the level of achievement.

 In February 2024, the compensation committee completed an evaluation
of the Company's overall performance for 2023 and the Named Executive Officers' respective contributions in achieving this
performance. The compensation committee's review was based on Company performance against business objectives, as well as personal
performance against individual goals established by the compensation committee. Following such review, our Board (following the recommendation
of the compensation committee) approved the bonuses for the Named Executive Officers.

 Equity Compensation

 Our equity grant program is intended to align the interests of
our Named Executive Officers with those of our shareholders and to motivate them to make important contributions to our performance. In
2023, we granted RSUs to each of our Named Executive Officers, as reflected in the "Outstanding Equity Awards at 2023 Fiscal Year
End Table" below. The RSUs will vest pro-rata annually, with twenty-five percent (25%) of the RSUs vesting on each of the first
four (4) anniversaries of the grant date of such award, subject to the Named Executive Officers' continued service with the Company
through each such vesting date.

 Employee Benefits and Perquisites

 We currently maintain the Lifeward, Inc. 401(k) Plan, a defined
contribution plan, or the 401(k) Plan, for the benefit of our employees, including our Named Executive Officers, who satisfy certain eligibility
requirements. Our Named Executive Officers were eligible to participate in the 401(k) Plan on the same terms as our other full-time employees.
We believe that providing a vehicle for retirement savings though our 401(k) Plan adds to the overall desirability of our executive compensation
package and further incentivizes our employees, including our Named Executive Officers.

 Currently, we do not view perquisites or other personal benefits
as a significant component of our Compensation Policy.

 Employment Agreements of Named Executive Officers

 Each of Larry Jasinski, our CEO, Michael Lawless, our Chief Financial
Officer, and Jeannine Lynch, our Vice President of Market Access and Strategy, previously entered into an employment agreement with our
Subsidiary. These employment agreements set forth their respective terms of employment, which terms are generally applicable to all of
our executives, covering matters such as vacation, health and other benefits. The following are descriptions of the material terms of
our Named Executive Officers' employment agreements.

 On January 17, 2011, we entered into an employment agreement with
Mr. Jasinski, pursuant to which he has served as the CEO of the Company since February 12, 2012 (as amended from time to time, the "Jasinski
Employment Agreement"). The Jasinski Employment Agreement provides for an annual base salary, subject to annual increases in the
discretion of, the Company, and an annual performance bonus. In accordance with previous shareholder approvals, and effective as of January
1, 2023, the annual base salary is currently $442,312. The annual performance bonus was originally set at up to 35% of annual base salary.
In 2020, this was increased to an annual performance bonus of up to 70% of annual base salary for achieving 100% of targets (with adjustment
upward or downward for performance exceeding or failing to meet such objectives, respectively).

 In the event that Mr.
Jasinski's employment is terminated by the Company without "Cause" (as defined in the Jasinski Employment Agreement
), or if Mr. Jasinski terminates his employment for "Good Reason" (as defined in the Jasinski Employment Agreement), he will
be entitled to certain severance payments and benefits, including: (i) a lump sum payment equal to 90 days of his base salary, (ii) an
annual performance bonus (calculated based on the assumption that to the extent performance objectives were achieved in the six-month
period preceding his termination, they will also be achieved in the six months following termination), (iii) reimbursement for any COBRA
or other medical, dental and vision premiums for six months following his termination and (iv) continued participation in any employee
and executive benefit programs in effect as of his termination and reimbursement for the premium or other fees associated with continuation
in any insurance program available to the Company's employees as a non-employee or in a comparable program if participation as a
non-employee would be barred. The Jasinski Employment Agreement further provides that if Mr. Jasinski's employment is terminated
without Cause or by Mr. Jasinski for Good Reason, any unvested portion of the options promised in the Jasinski Employment Agreement, which
would have vested during the six months following such termination had Mr. Jasinski remained employed by the Company, will automatically
vest. If Mr. Jasinski terminates his employment without Good Reason, he will be entitled to receive a pro-rated amount of his annual performance
bonus as determined in good faith by the Board. Mr. Jasinski is not entitled to any severance if he is terminated by the Company
for Cause.

 The Jasinski Employment Agreement was amended in 2020 to provide
that if a "Change of Control" (as defined in the Jasinski Employment Agreement) occurs, and within one year following
such Change of Control Mr. Jasinski is terminated without Cause or he resigns for Good Reason, Mr. Jasinski will be entitled to severance
of 18 months' salary as well as an annual bonus for the year in which the termination occurs (assuming achievement of 100% of milestones
and targets set by the board of directors).

 The employment agreement is governed by the laws of the State of
Delaware and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and
for 12 months following termination of employment) and trade secrets and inventions clauses.

 Michael Lawless

 We entered into an employment agreement with Mr. Lawless, pursuant to which he has
served as our CFO since September 19, 2022 (as amended from time to time, the "Lawless Employment Agreement"). The Lawless
Employment Agreement provides for an annual base salary of $300,000, which was increased to $316,500 effective January 1, 2023 and is
subject to increases as may be determined from time to time by the compensation committee of the Board, and an annual performance bonus
up to 35% of annual base salary, subject to the achievement of objectives as determined by the compensation committee of the Board. The
Lawless Employment Agreement also provides that Mr. Lawless would receive, as an inducement grant, a restricted stock unit award covering
32,142 ordinary shares, as adjusted to reflect the 1-for-7 reverse share split of the ordinary shares effected by the Company on March
15, 2024 (the "Lawless Inducement Award"), which award vests in four equal annual instalments commencing as of the grant date.
The terms of the Lawless Inducement Award are generally consistent with the terms applicable to restricted stock unit awards set forth
in our 2014 Equity Incentive Plan (as amended from time to time, the "2014 Plan"); provided, however, that in the event Mr.
Lawless's employment with the Company is terminated by the Company (or its successor) not for "Cause", or if Mr. Lawless
terminates his employment for "Good Reason" within 90 days prior to a Change of Control (as all such terms are defined in
the Lawless Employment Agreement) or one year following a Change of Control, the Lawless Inducement Award will vest upon the effective
date of termination of employment.

 The Lawless Employment Agreement was for an initial term through September 19, 2023,
and automatically renews for additional terms of twelve-months each, provided, however, that either party may terminate the Lawless Employment
Agreement, effective as of the last date of any renewal term by providing at least 90 days prior written notice. The Lawless Employment
Agreement also provides that the Company may terminate the Agreement immediately without providing prior notice in the event of death
or disability, or for cause. In the event that Mr. Lawless' employment is terminated by the Company without cause or if Mr. Lawless
resigns for Good Reason not in connection with a Change of Control Event, Mr. Lawless will be entitled to a severance payment equal to
(i) six months of his then-current base salary, (ii) 50% of his annual bonus, representing a pro-rated six-month payment of the annual
target bonus, payable in equal instalments over a period of six months following such termination, and (iii) the replacement cost of his
benefits for six months following such termination.

 The Lawless Employment Agreement provides that if a Change of Control occurs,
and within 90 days prior or one year following such Change of Control Mr. Lawless is terminated without Cause or he resigns for Good Reason
(a "Change of Control Event"), Mr. Lawless will be entitled to severance of 12 months of base salary, an amount equal
to Mr. Lawless's annual target bonus (assuming achievement of 100% of milestones and targets set by the board of directors), payable promptly
following such termination, and payment of the portion of COBRA premiums equal to the amount that we would have paid to provide health
insurance to Mr. Lawless had Mr. Lawless remained employed with us for twelve months following such termination. In addition, as
stated above, in the case of a Change of Control Event, the Lawless Inducement Award will vest upon the effective date of termination
of employment. The Lawless Employment Agreement is governed by the laws of the Commonwealth of Massachusetts and contains non-solicitation
and non-competition covenants (each of which remains in effect during the term of employment and for a period of 12 months following termination
of employment) and trade secrets and inventions clauses.

 Jeannine Lynch

 On July 22, 2021, we entered into an employment agreement with
Jeannine Lynch to serve as Vice President of Market Access and Strategy of the Company, effective August 31, 2021 (the "Lynch Employment
Agreement"). Pursuant to the terms of the Lynch Employment Agreement, Ms. Lynch is entitled to (i) an annual base salary of $320,000,
which was increased to $351,104 effective January 1, 2023, subject to increases as may be determined from time to time by the compensation
committee of the Board and (ii) an annual performance bonus up to 35% of annual base salary, subject to the achievement of objectives
as determined by the compensation committee of the Board. The Lynch Employment Agreement may be terminated by the Company upon prior written
notice.

 In the event that (x) Ms. Lynch's employment is terminated
for any reason other than for "cause" (as defined therein), death, or disability, (y) the Company moves its primary office
outside of the United States and/or reduces Ms. Lynch's title or primary responsibilities, or (z) the Company moves Ms. Lynch's
principal location of work, the Company shall pay monthly severance to Ms. Lynch at the rate per annum of her salary and bonus (and the
replacement cost of her benefits) at the time of such termination for a period from the date of such termination to the date which is
six months after such termination.

 In the event that the Company is subject to a merger or acquisition where Ms. Lynch
is terminated during the 12-month period following the closing of the transaction, 100% of the then-unvested and outstanding equity awards
held by Ms. Lynch will vest upon such termination.

 Ms. Lynch is not entitled to receive any termination or change in control benefits under
our Compensation Policy.

 The Lynch Employment Agreement
is governed by the laws of the Commonwealth of Massachusetts and contains non-solicitation and non-competition covenants (each of which
remains in effect during the term of employment and for a period of 12 months following termination of employment) and trade secrets and
inventions clauses.

 Outstanding Equity Awards at 2023 Fiscal Year-End

 The following table sets forth information concerning outstanding
equity awards as of December 31, 2023, for each Named Executive Officer. This information reflects the number of ordinary shares of the
Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024.

 Option Awards

 Stock Awards

 Name

 Grant Date (1)

 Securities
 Underlying
 Unexercised

 Options
 Exercisable
 (#)

 Securities
 Underlying
 Unexercised

 Options
 Unexercisable
 (#)

 Option
 Exercise

 Price
 ($)

 Option
 Expiration
 Date

 Shares or
 Units of
 Stock
 that
 Have

 Not Vested

 (#)

 Market
 Value of
 Shares or
 Units of

 Stock that
 Have Not Vested (2)

 ($)

 6/27/2017

 (3)

 —

 367.50

 6/27/2027

 5/3/2018

 (4)

 1,249

 —

 188.13

 5/3/2028

 3/27/2019

 (5)

 1,774

 —

 37.56

 3/27/2029

 6/18/2020

 (6)

 10,715

 58,354

 5/21/2021

 (7)

 10,714

 58,348

 8/2/2022

 (8)

 21,428

 116,697

 9/13/2023

 (9)

 28,571

 155,598

 Jeannine Lynch

 8/31/2021

 (10)

 8,930

 48,633

 8/2/2022

 (11)

 14,732

 80,230

 6/30/2023

 (12)

 19,642

 106,970

 Michael Lawless

 9/19/2022

 (13)

 24,107

 131,287

 6/30/2023

 (14)

 23,571

 128,368

 __________________

 (1)

 Represents grant dates of the stock option and RSU awards.

 (2)

 The amount listed in this column represents the product of the closing market price of the Company's ordinary shares as of
 December 31, 2023 $5.45 (after-split) multiplied by the number of shares subject to the award.

 (3)

 This option award is fully vested.

 (4)

 This option award is fully vested.

 (5)

 This option award is full vested.

 (6)

 commencing on June 18, 2021, and ending on June 18, 2024.

 (7)

 commencing on May 21, 2022, and ending on May 21, 2025.

 (8)

 commencing on August 2, 2023, and ending on August 2, 2026.

 (9)

 commencing on September 13, 2024, and ending on September 13, 2027.

 (10)

 commencing on August 31, 2022, and ending on August 31, 2025.

 (11)

 commencing on August 2, 2023, and ending on August 2, 2026.

 (12)

 commencing on June 30, 2024, and ending on June 30, 2027.

 (13)

 commencing on September 19, 2023, and ending on September 19, 2026.

 (14)

 commencing on June 30, 2024, and ending on June 30, 2027.

 Potential Payments Upon
Termination or Change in Control

 We have adopted, pursuant to shareholder approval, our Compensation
Policy, which provides for certain benefits to our executive officers upon retirement or termination, whether or not in the event of a
change in control. We may memorialize any of these benefits in arrangements we enter into with individual executive officers. Under the
Compensation Policy, executive officers may be entitled to advance notice of termination of up to 12 months and to obtain up to 12 months
of post-termination health insurance. In addition to receiving severance pay as required or facilitated under the local laws of the relevant
jurisdiction, executive officers may have the right to receive up to 12 months of base salary (18 months in the case of the CEO), bonus
and benefits, taking into account the period of the officer's service or employment, his or her performance during employment and
contribution to the Company's targets and profits and the circumstances surrounding termination of his or her employment. These
benefits are designed to attract and motivate highly skilled professionals to join our Company and to enable us to retain key management.

 To the extent our Named
Executive Officers are entitled to receive severance (except for any severance payments mandated by Israeli law for our Israeli employees)
or change in control benefits, such entitlements are contractually agreed upon between the Company and the applicable Named Executive
Officer. Accordingly, for further information regarding the payments and benefits our Named Executive Officers are entitled to receive
upon a termination or change in control, please see "Executive Compensation — Employment Agreements of Named Executive Officers."

 Compensation Committee Interlocks and Insider Participation

 None of the members of the compensation committee is, or has ever
been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer
of the Company served as a member of the board of directors or the compensation committee of another entity that has one or more executive
officers serving on the Company's compensation committee or the Board.

 Policy for Recoupment of Incentive Compensation (Clawback Policy)

 On September 13, 2023, we adopted an amended and restated policy
for recoupment of incentive compensation (the "Clawback Policy") in compliance with the requirements of the Dodd-Frank Act,
final SEC rules and applicable Nasdaq listing standards (the "final clawback rules"), which covers our current and former
executive officers, including all of our named executive officers. Under the Clawback Policy, in the event that we are required to prepare
a restatement of our previously issued financial statements due to our material noncompliance with any financial reporting requirement
under securities laws, we are required to recover (subject to certain limited exceptions described in the Clawback Policy and permitted
under the final clawback rules) any cash or equity incentive-based compensation received by any current or former executive officer after
the effective date of the Clawback Policy and in the three years prior to the date we are required to restate our financial statements
that is in excess of the amount that would have been received based on the restated financial statements.

 Director Compensation

 The following table provides certain information concerning the
compensation for services rendered in all capacities by each non-employee director serving on our Board during the year ended December
31, 2023, other than Mr. Larry Jasinski, our CEO, who did not receive additional compensation for his services as director and whose compensation
is set forth in the Summary Compensation Table found elsewhere in this Amendment No. 1.

 Name

 Fees Earned
 in Cash ($)

 Stock Awards
 ($) (1)

 Total
 ($)

 Jeff Dykan

 43,398

 (2)

 93,398

 Dr. John William Poduska

 48,826

 (3)

 98,826

 Randel Richner

 34,244

 (4)

 84,244

 Joseph Turk

 43,451

 (5)

 93,451

 Hadar Levy

 39,127

 (6)

 89,127

 Yohanan Engelhardt

 35,633

 (7)

 85,633

 Yasushi Ichiki

 21,938

 (8)

 71,938

 Aryeh (Arik) Dan

 25,508

 (9)

 75,508

 Wayne B. Weisman

 34,904

 (10)

 84,904

 (1)

 Amounts represent the aggregate grant date fair value of such awards issued under the 2014 Plan as an annual award to the applicable
 directors, computed in accordance with FASB ASC Topic 718, which for all directors represents an award of 50,000 RSUs. These amounts
 reflect the number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company
 on March 15, 2024. The fair value of RSUs granted is determined based on the price of the Company's ordinary shares on the date
 of grant. This amount does not correspond to the actual value that may be recognized by the non-employee director upon the vesting of
 the RSUs. All RSUs become vested and exercisable in four equal quarterly instalments starting three months following the grant date.
 The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial statements included
 in our 2023 Annual Report.

 (2)

 Represents $22,625 earned by Mr. Dykan as an annual retainer for serving as our Chairman on the Board of Directors, $12,321 for attending
 meetings of the Board of Directors, $4,970 for serving as a member of the mergers and acquisitions committee, $2,753 for serving as a
 member of the audit committee and $729 for serving as a chairman of the Company's finance committee.

 (3)

 Represents $22,625 earned by Dr. Poduska as an annual retainer for serving as a non-employee director on the Board of Directors,
 $13,400 for attending meetings of the Board of Directors, $7,565 for serving as a member of the audit committee, $4,507 for serving as
 the chairman of the compensation committee and $729 for serving as a member of the Company's finance committee.

 (4)

 Represents $22,625 earned by Ms. Richner as an annual retainer for serving as a non-employee director on the Board of Directors,
 and $11,619 for attending meetings of the Board of Directors.

 (5)

 Represents $22,625 earned by Mr. Turk as an annual retainer for serving as a non-employee director on the Board of Directors, $13,291
 for attending meetings of the Board of Directors, $2,565 for serving as a member of the compensation committee and $4,970 for serving
 as a member of the mergers and acquisitions committee.

 (6)

 Represents $22,625 earned by Mr. Levy as an annual retainer for serving as a non-employee director on the Board of Directors, $10,202
 for attending meetings of the Board of Directors, $2,753 for serving as a member of the audit committee and $3,547 for serving as a member
 of the mergers and acquisitions committee.

 (7)

 Represents $15,852 earned by Mr. Engelhardt as a portion of the annual retainer for serving as a non-employee director on the Board
 of Directors, $9,959 for attending meetings of the Board of Directors, $4,811 for serving as the chair of the audit committee, $4,282
 for serving as a member of the mergers and acquisitions committee and $729 for serving as a member of the finance committee. Mr. Engelhardt's
 term of office expired on September 13, 2023.

 (8)

 Represents $15,852earned by Mr. Ichiki as a portion of the annual retainer for serving as a non-employee director on the Board of
 Directors and $6,086 for attending meetings of the Board of Directors. Mr. Ichiki's term of office expired on September 13, 2023.

 (9)

 Represents $15,852 earned by Mr. Dan as a portion of the annual retainer for serving as a non-employee director on the Board
 of Directors, $6,798 for attending meetings of the Board of Directors and $2,858 for serving as a member of the compensation committee.
 Mr. Dan's term of office expired on September 13, 2023.

 (10)

 Represents $15,852 earned by Mr. Weisman as a portion of the annual retainer for serving as a non-employee director on the
 Board of Directors, $9,959 for attending meetings of the Board of Directors, $4,811 for serving as a member of the audit committee and
 $4,282 for serving as a member of the mergers and acquisitions committee. Mr. Weisman's term of office expired on September 13,
 2023.

The aggregate number of ordinary shares subject to outstanding options and RSU awards for each of our non-employee directors as of December 31,
2023, is shown below. These amounts reflect the number of ordinary shares of the Company after the 1-for-7 reverse share split of the
ordinary shares effected by the Company on March 15, 2024. Information regarding Mr. Jasinski's outstanding equity awards as of
December 31, 2023, is set forth in the Outstanding Equity Awards Table found elsewhere in this Amendment No. 1.

 Name

 Number of Shares

 Jeff Dykan

 6,453

 (1)

 Dr. John William Poduska

 6,524

 Randel Richner

 6,384

 Joseph Turk

 6,385

 Hadar Levy

 6,385

 ____________

 (1)

 See "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" below for
 further information on Mr. Dykan's holdings in our ordinary shares.

 Cash compensation for our independent, non-employee directors' services is governed
by previous decisions of our compensation committee, Board and shareholders, and is subject to terms and conditions of our Compensation
Policy. Additionally, each independent, non-employee director currently receives upon his or her appointment a restricted stock unit award
(the "Initial RSU Award"), with such Initial RSU Award having a value equal to $50,000 on the date of grant (as determined
based on the closing price of our ordinary shares on the date of grant). Each independent, non-employee director is also entitled to receive
an annual grant of RSUs (the "Annual RSU Award"), with such Annual RSU Award having a value equal to $50,000 on the date of
grant. The Initial RSU Award and Annual RSU Award each vest ratably in four equal quarterly instalments starting three months from the
date of grant (subject to the non-employee director's continued service with the Company through each applicable vesting date),
with the vesting of such awards to be accelerated upon certain change of control events in accordance with the Compensation Policy. At
our 2020 annual general meeting, our shareholders approved an amendment to our then-current Compensation Policy whereby (x) all or a portion
of our non-directors' cash compensation may be paid in equity, at the discretion of our compensation committee, in order to preserve
the Company's cash, and (y) equity compensation of directors will be payable in the first instance in RSUs but such compensation
may also be payable, at the discretion of our compensation committee, in cash, based on a formula to be determined and with such payment
provisions as shall result in the equivalent effect of vesting of RSUs, in order to preserve the equity available for incentives.

 In addition, each director is reimbursed for out-of-pocket expenses
in connection with attending meetings of the Board of Directors or committees. Directors are also indemnified and insured by us for actions
associated with being a director to the extent permitted under Israeli law. Further, none of our non-employee directors receive any benefits
upon termination of their directorship positions. The compensation committee reviews director compensation annually and makes recommendations
to the Board of Directors with respect to compensation and benefits provided to the members of the Board.

 ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 As of April, 26, 2024, there were 8,602,626 ordinary shares
outstanding, excluding ordinary shares issuable in connection with the exercise of outstanding warrants or outstanding options or upon
the vesting of restricted stock units ("RSUs"). The voting rights of all shareholders are the same.

 The following table sets forth certain information as of April
26, 2024, concerning the number of ordinary shares beneficially owned, directly or indirectly, by:

 (1)
each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares;

 (2) each
of our directors and director nominees;

 (3) each
of our Named Executive Officers (as defined under "Summary Compensation Table" above); and

 (4) all of our directors and executive officers
as a group.

 Beneficial ownership is determined in accordance with the rules
of the SEC based on voting and investment power with respect to such shares. Shares subject to options or warrants that are currently
exercisable or exercisable within 60 days of April 26, 2024 and shares subject to RSUs that were vested as of or will vest within 60 days
of April 26, 2024 are deemed to be outstanding and to be beneficially owned by the person holding such options, RSUs or warrants for the
purpose of computing the percentage ownership of such person. However, such shares are not deemed to be outstanding and to be beneficially
owned for the purpose of computing the percentage ownership of any other person.

 Under the terms of the terms of certain outstanding warrants, a
holder may not exercise the warrants to the extent that such shareholder, together with its affiliates, would beneficially own, after
such exercise, more than 4.99% or 9.99% of the ordinary shares then outstanding, as applicable (subject to the right of the shareholder
with a 4.99% ownership limitation to increase or decrease such beneficial ownership limitation upon notice to us, provided that such limitation
cannot exceed 9.99%), and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after
such notice is delivered. Consistent with beneficial ownership reporting principles under Section 13(d) of the Exchange Act, the below
table only shows ordinary shares underlying warrants that are deemed to be beneficially owned, assuming compliance with these ownership
limitations.

 All information with respect
to the beneficial ownership of any principal shareholder has been furnished by such shareholder or is based on our filings with the SEC
and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect
to all the ordinary shares shown as beneficially owned, subject to community property laws, where applicable. The ordinary shares beneficially
owned by our directors and officers may include shares owned by their respective family members, as to which such directors and officers
disclaim beneficial ownership. Unless otherwise noted below, each shareholder's address is c/o ReWalk Robotics Ltd., 3 Hatnufa Street,
Floor 6, Yokneam Illit 2069203, Israel.

 Ordinary Shares Beneficially Owned

 Name

 Number of Shares

 Percentage

 5%-or-More Beneficial Owners:

 Lind Global Funds (1)

 1,431,106

 16.6

 %

 Named Executive Officers and Directors:

 Larry Jasinski (2)

 53,025

 *

 Jeff Dykan (3)(4)

 31,255

 *

 Randel Richner (5)

 23,724

 *

 Dr. John William Poduska (6)

 18,043

 *

 Joseph Turk (7)

 17,006

 *

 Hadar Levy (8)

 13,528

 *

 Almog Adar (9)

 7,142

 *

 Jeannine Lynch (10)

 9,596

 *

 Michael A. Lawless (11)

 10,185

 *

 All directors and executive officers as a group (nine persons) (12)

 183,504

 2.1

 %

 ___________

 *

 Ownership of less than 1%.

 (1)

 Based on a Schedule 13D/A filed on September 28, 2023, and subsequent Form 4 filings, by Lind Global Fund II LP ("Global
 Fund II"), Lind Global Partners II LLC, Lind Global Macro Fund LP, Lind Global Partners LLC (together, the "Lind Global Funds")
 and Jeff Easton (together with the Lind Global Funds, the "Reporting Persons"). The foregoing excludes warrants to purchase
 247,334 ordinary shares, because each of the warrants includes a provision limiting the holder's ability to exercise the warrants
 if such exercise would cause the holder to beneficially own greater than 9.99% of the ordinary shares then outstanding. Without such provisions,
 the Reporting Persons may have been deemed to have beneficial ownership of the ordinary shares underlying such warrants. Jeff Easton,
 the managing member of Lind Global Partners II LLC and Lind Global Partners LLC, may be deemed to have sole voting and dispositive power
 with respect to the shares held by Lind Global Macro Fund, LP and Lind Global Fund II LP. The principal business address of the Reporting
 Persons is 444 Madison Avenue, Floor 41, New York, N.Y. 10022.

 (2)

 Consists of 49,289 ordinary shares, including 11,251 shares underlying RSUs vesting within 60 days, and exercisable options to purchase
 3,736 ordinary shares.

 (3)

 Based on Section 13(d) and 16 filings made with the SEC, consists of 5,814 ordinary shares beneficially owned by SCP Vitalife Partners
 II, L.P., or SCP Vitalife Partners II, a limited partnership organized in the Cayman Islands, 1,942 ordinary shares beneficially owned
 by SCP Vitalife Partners (Israel) II, L.P., or SCP Vitalife Partners Israel II, a limited partnership organized in Israel. SCP Vitalife
 II Associates, L.P., or SCP Vitalife Associates, a limited partnership organized in the Cayman Islands, is the general partner of the
 SCP Vitalife Partners II and SCP Vitalife Partners Israel II, and SCP Vitalife II GP, Ltd., or SCP Vitalife GP, organized in the Cayman
 Islands, is the general partner of SCP Vitalife Associates. As such, SCP Vitalife GP may be deemed to beneficially own the 7,756 ordinary
 shares beneficially owned by SCP Vitalife Partners II and SCP Vitalife Israel Partners II. Jeff Dykan and Wayne B. Weisman are the directors
 of SCP Vitalife GP and, as such, share voting and dispositive power over the shares held by the foregoing entities. As such, they may
 be deemed to beneficially own 7,756 ordinary shares, the ordinary shares beneficially owned by SCP Vitalife GP, as well as owned by each
 of Vitalife Partners Overseas and Vitalife Partners Israel. The principal business address of SCP Vitalife Partners II, SCP Vitalife Associates,
 SCP Vitalife GP, and Messrs. Churchill and Weisman is c/o SCP Vitalife Partners II, L.P., 5 Great Valley Parkway, Suite 210, Malvern,
 Pennsylvania 19355. The principal business address of SCP Vitalife Partners Israel II, Vitalife Partners Israel, Vitalife Partners Overseas,
 Vitalife Partners DCM, Mr. Dykan and Dr. Ludomirski is c/o SCP Vitalife Partners (Israel) II, L.P., Ben Gurion 26 Street, Ramat Gan 5257346,
 Israel.

 (4)

 Consists of 23,430 ordinary shares, including 2,127 shares underlying RSUs vesting within 60 days, and exercisable options to purchase
 69 ordinary shares.

 (5)

 Consists of 23,724 ordinary shares, including 2,128 shares underlying RSUs vesting within 60 days.

 (6)

 Consists of 17,903 ordinary shares, including 2,126 shares underlying RSUs vesting within 60 days, and exercisable options to purchase
 140 ordinary shares.

 (7)

 Consists of 17,006 ordinary shares, including 2,129 shares underlying RSUs vesting within 60 days.

 (8)

 Consists of 13,528 ordinary shares, including 2,129 shares underlying RSUs vesting within 60 days.

 (9)

 Consists of 7,142 ordinary shares.

 (10)

 Consists of 9,596 ordinary shares.

 (11)

 Consists of 10,185 ordinary shares.

 (12)

 Consists of (i) 157,669 ordinary shares directly or beneficially owned by our executive officers and our nine directors other
 than Mr. Jasinski; (ii) 3,945 ordinary shares constituting the cumulative aggregate number of options granted to the executive officers
 and directors; and (iii) 21,890 shares underlying RSUs vesting within 60 days of April 26, 2024.

 Equity Compensation
Plan Information

 The following table provides certain aggregate information with
respect to our ordinary shares that may be issued under our equity compensation plans in effect as of December 31, 2023. This information
reflects a number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company
on March 15, 2024.

 Plan Category

 securities to
 be issued
 upon exercise

 of outstanding options,
 warrants and
 rights

 Weighted-
 average
 exercise price
 of outstanding

 options,
 warrants and
 rights

 securities
 remaining
 available for

 future issuance
 under equity
 compensation
 plans (excluding
 securities
 reflected in
 first column)

 Equity compensation plans approved by security holders

 490,930

 (1)

 $

 37.51

 (2)

 145,560

 (3)

 Equity compensation plans not approved by security holders

 52,678

 (4)

 —

 —

 Total

 543,608

 (4)

 $

 37.51

 145,560

 ___________

 (1)

 Represents shares issuable under our (i) 2014 Plan upon exercise of options outstanding to purchase 4,723 shares and upon the settlement
 of outstanding RSUs with respect to 486,207 shares.

 (2)

 The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase ordinary
 shares. It does not reflect the ordinary shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise
 price.

 (3)

 Represents shares available for future issuance under our 2014 Plan.

 (4)

 Represents the Lawless Inducement Award and an inducement grant of RSUs, covering 28,571 ordinary shares, as adjusted to reflect
 the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024, made to Charles Remsberg on August 11,
 2023 (the "Remsberg Inducement Award"), which was granted outside of our 2014 Plan but is subject to the terms and conditions
 applicable to RSUs granted under our 2014 Plan. The Remsberg Inducement Award vests in four equal annual instalments commencing on the
 date of grant, provided, that, in the event Mr. Remsberg's employment with us is terminated by us without Cause or by Mr. Remsberg
 for Good Reason within 90 days prior to a Change of Control or one year following a Change of Control (each, as defined in Mr. Remsberg's
 employment agreement with us), the Remsberg Inducement Award will fully vest upon the later of the date of the termination or the date
 of the change in control, in each case subject to Mr. Remsberg's execution of a release of claims.

 ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Director Independence

 The information required by Item 407(a) of Regulation S-K is incorporated
by reference herein from Item 10 above as set forth under the caption "Director Independence."

 Certain Relationships and Related Transactions

 See "Item 11. Executive Compensation —Employment Agreements
of Named Executive Officers" above for a description of employment agreements between us and the Named Executive Officers.

 We describe below transactions and series of similar transactions
which are currently proposed or to which we have been or were a party since January 1, 2022, in which (a) the amount involved exceeds
or exceeded the lesser of $120,000 or one percent of the average of the Company's total assets at year-end for the last two completed
fiscal years and (b) any of our directors, executive officers, beneficial owners of more than 5% of our ordinary shares, or any affiliates
or members of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. Although
we do not have a formal written policy as to the approval of related party transactions, all related party transactions for which disclosure
would be required under Item 404 of Regulation S-K are approved based on procedures under Israeli law, as is duly memorialized in the
minutes of the meetings of the Board and audit committee, as applicable.

 Transactions with Current and/or Former 5%
Beneficial Owners

 Since January 1, 2022, we entered into the following transactions
with other shareholders who are currently 5% beneficial owners or who we believe beneficially owned at the time of such transactions or
became as a result of such transactions more than 5% of our ordinary shares, based on a review of Schedule 13G filings made and Company
records during such period.

 Agreements with Directors, Officers and Others

 Employment Agreements

 We have entered into written
employment agreements with each of our executive officers. These agreements provide for notice periods of varying duration for termination
of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary
and benefits. We have also entered into customary non-competition, confidentiality of information and ownership of inventions arrangements
with our executive officers. However, the enforceability of the noncompetition provisions may be limited under applicable law.

 Options

 Since our inception we have granted options to purchase our ordinary
shares to our officers and certain of our directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition,
or change of control transactions.

 Exculpation, Indemnification and Insurance

 Our Articles of Association permit us to exculpate, indemnify and
insure certain of our office holders to the fullest extent permitted by the Israel Companies Law. We have entered into indemnification
agreements with our office holders, exculpating them from a breach of their duty of care to us to the fullest extent permitted by law
and undertaking to indemnify them to the fullest extent permitted by law, subject to certain exceptions, including with respect to liabilities
resulting from our IPO to the extent that these liabilities are not covered by insurance.

 Consulting Agreement with Randel E. Richner

 At our 2022 annual meeting of shareholders, our shareholders approved
the terms of a Consulting Agreement with Richner Consultants LLC, a Delaware company (the "Consultant") owned by Randel E.
Richner, a member of our Board. Pursuant to the Consulting Agreement, the Consultant provided us with the following services during
2022: strategic advisory consultation on activities related to CMS, including reviewing Company submissions to CMS; reviewing the Company's
dossier submitted to third-party insurers; coordinating and establishing lobbying efforts for the Company with U.S. government agencies;
review and support with respect to reimbursements from private payers and with on-going interactions with the U.S. Veterans Benefits Administration;
and other reimbursement-related matters as designated and agreed to with our CEO, including international reimbursement activities as
needed. The services to be provided under the Consulting Agreement by the Consultant were provided solely by Ms. Richner.

 The services were provided on an hourly basis at a rate of $425
per hour, payable by us on a monthly basis subject to the Consultant providing monthly invoices for the review of both our Chairman of
the Board and our CEO. Under the Consulting Agreement, the aggregate total number of consulting hours provided by the Consultant could
not exceed 282 hours.

 The initial term of the Consulting Agreement commenced January
1, 2022, and expired December 31, 2022. Approximately $119,850 was owed and paid to the Consultant for the initial term of the Consulting
Agreement.

 At our 2023 annual meeting of shareholders, our shareholders approved
an extension of the Consulting Agreement until the earlier of December 31, 2023 or such time as we receive approval from CMS. The
extension term of the Consulting Agreement commenced January 1, 2023, and expired December 31, 2023. Approximately $119,999 was owed and
paid to the Consultant for the extension term of the Consulting Agreement.

 Approval of Related Party Transactions Under Israeli Law

 Disclosure of Personal Benefits
or Other Interests of an Office Holder and Approval of Certain Transactions

 The Israel Companies Law requires that an office holder promptly
disclose to the board of directors any personal benefit or other interest that he or she may have, and all related material information
or documents, concerning any existing or proposed transaction with the company. A personal benefit or other interest includes the individual's
own benefit or other interest and, in some cases, a personal benefit or other interest of such person's relative or an entity in
which such individual, or his or her relative, is a 5% or greater shareholder, director or general manager, or in which he or she has
the right to appoint at least one director or the general manager, but does not include a personal benefit or other interest stemming
only from ownership of our shares.

 If an office holder has a personal benefit or other interest in
a transaction, approval by the board of directors is required for the transaction. Once an office holder has disclosed his or her personal
benefit or other interest in a transaction, the board of directors may approve an action by the office holder that would otherwise be
deemed a breach of duty of loyalty. A company may not, however, approve a transaction or action unless it is in the best interests of
the company, or if the office holder is not acting in good faith.

 Special approval is required for an extraordinary transaction,
which under the Israel Companies Law is defined as any of the following:

 •

 a transaction other than in the ordinary course of business;

 •

 a transaction that is not on market terms; or

 •

 a transaction that may have a material impact on a company's profitability, assets or liabilities.

 An extraordinary transaction in which an office holder has a personal
benefit or other interest requires approval first by the company's audit committee and subsequently by the board of directors. The
compensation of, or an undertaking to indemnify or insure, an office holder who is not a director requires approval first by the company's
compensation committee, then by the company's board of directors and, if such compensation arrangement or an undertaking to indemnify
or insure is inconsistent with the Company's compensation policy or if the office holder is the Chief Executive Officer (apart from
a number of specific exceptions), then such arrangement is subject to shareholder approval by a simple majority, which must also include
at least a majority of the shares voted by all shareholders who are neither controlling shareholders nor have a personal benefit or other
interest in such compensation arrangement (alternatively, in addition to a simple majority, the total number of shares voted against the
compensation arrangement by non-controlling shareholders and shareholders who do not have a personal benefit or other interest in the
arrangement may not exceed 2% of our outstanding shares). We refer to this as the "Special Approval for Compensation". Arrangements
regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors
and shareholders by a simple majority, in that order, and under certain circumstances, a Special Approval for Compensation.

 Generally, a person who has a personal benefit or other interest
in a matter that is considered at a meeting of the board of directors or the audit committee may not be present at such a meeting or vote
on that matter unless the chairman of the board of directors or the audit committee (as applicable) determines that he or she should be
present in order to present the transaction that is subject to approval. If a majority of the members of the board of directors or the
audit committee (as applicable) have a personal benefit or other interest in the approval of a transaction, then all directors may participate
in discussions of the board of directors or the audit committee (as applicable) on such transaction and in the voting, but shareholder
approval is also required for such transaction.

 Disclosure of Personal Benefits
or Other Interests of Controlling Shareholders and Approval of Certain Transactions

 Pursuant to the Israel Companies Law, the disclosure requirements
regarding personal benefits or other interests that apply to directors and executive officers also apply to a controlling shareholder
of a public company. In this context, a controlling shareholder includes a shareholder who holds 25% or more of our outstanding shares
if no other shareholder holds more than 50% of our outstanding shares. For this purpose, the holdings of all shareholders who have a personal
benefit or other interest in the same transaction will be aggregated. The approval of the audit committee, the board of directors and
the shareholders of the company, in that order, is required for (a) extraordinary transactions with a controlling shareholder or in which
a controlling shareholder has a personal benefit or other interest, (b) our engagement with a controlling shareholder or his or her relative,
directly or indirectly, for the provision of services to us, (c) the terms of engagement and compensation of a controlling shareholder
or his or her relative who is not an office holder or (d) our employment of a controlling shareholder or his or her relative, other than
as an office holder. In addition to shareholder approval by a simple majority, the transaction must be approved by a Special Majority.

 To the extent that any such transaction with a controlling shareholder
is for a period extending beyond three years, approval is required once every three years, unless, with respect to certain transactions,
the audit committee determines that the duration of the transaction is reasonable under the circumstances.

 Arrangements regarding the compensation, indemnification or insurance
of a controlling shareholder in his or her capacity as an office holder require the approval of the compensation committee, board of directors
and shareholders, in that order, by a Special Majority, and the terms must be consistent with our Compensation Policy.

 Pursuant to regulations promulgated under the Israel Companies
Law, certain transactions with a controlling shareholder or his or her relative, or with directors, that would otherwise require approval
of our shareholders may be exempt from shareholder approval upon certain determinations of the audit committee and board of directors.
Under these regulations, we must publish these determinations, and a shareholder holding at least 1% of our outstanding shares may, within
14 days of after publication, demand shareholder approval despite such determinations.

 ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES

 Principal Accounting Fees and Services

 The following table sets forth, for each of the years indicated,
the fees expensed by Kost Forer Gabbay & Kasierer, our independent registered public accounting firm, in each such year.

 2022

 2023

 ($ in thousands)

 Audit Fees (1)

 $

 $

 Audit-Related Fees (2)

 $

 $

 Tax Fees (3)

 $

 $

 All Other Fees (4)

 $

 $

 Total:

 $

 $

 ____________

 (1)

 "Audit fees" include fees for services performed by our independent public accounting firm in connection with our annual
 audit for 2022 and 2023, fees related to the review of quarterly financial statements, fees related to the pro forma financial information
 and fees for consultation concerning financial accounting and reporting standards. Fees in 2023 also include services by our accounting
 firm for the audit of AlterG, Inc. for the years 2021 and 2022 prior to our acquisition in August 2023.

 (2)

 "Audit-related fees" relate to assurance and associated services that are traditionally performed by an independent auditor,
 including accounting consultation and consultation concerning financial accounting, reporting standards and due diligence.

 (3)

 "Tax fees" include fees for professional services rendered by our independent registered public accounting firm for tax
 compliance, transfer pricing and tax advice on actual or contemplated transactions.

 (4)

 "All other fees" include fees for services rendered by our independent registered public accounting firm with respect
 to government incentives and other matters.

 Audit Committee's Pre-Approval Policies and Procedures

 The audit committee has adopted a pre-approval policy for the engagement
of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to ensure that
such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit
and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent
accountants.

 All engagements by us of the auditors for 2022 and 2023 were pre-approved by the audit
committee.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(3) Exhibits.

 The exhibits listed in the Exhibit Index are filed, furnished,
or incorporated by reference in this Amendment No. 1.

 EXHIBIT INDEX

 2.1

 Agreement
 and Plan of Merger, dated as of August 8, 2023, by and among ReWalk Robotics, Inc., Atlas Merger Sub, Inc., AlterG Inc. and Shareholder
 Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the
 SEC on August 9, 2023). +

 3.1

 Fifth Amended and Restated Articles of Association of the Company.***

 4.1

 Specimen
 share certificate (incorporated by reference to Exhibit 4.1 to the Company's registration statement on Form F-1/A (File No. 333-197344),
 filed with the SEC on August 20, 2014).

 4.2

 Description
 of the registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference
 to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2022).

 4.3

 Warrant,
 dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the
 Company's Current Report on Form 8-K filed with the SEC on January 4, 2016).

 4.4

 First
 Amendment to Warrant to Purchase Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated
 by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed with the SEC on November 21, 2018).

 4.5

 Form
 of placement agent warrant from February 2019 "best efforts" public offering (incorporated by reference to Exhibit 4.1 of
 the Company's Current Report on Form 8-K filed with the SEC on February 25, 2019).

 4.6

 Form
 of purchaser warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference
 to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on April 5, 2019).

 4.7

 Form
 of placement agent warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference
 to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC on April 5, 2019).

 4.8

 Form
 of private placement warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company's
 Current Report on Form 8-K filed with the SEC on June 11, 2019).

 4.9

 Form
 of placement agent warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company's
 Current Report on Form 8-K filed with the SEC on June 11, 2019).

 4.10

 Form
 of purchaser warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference
 to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on June 12, 2019).

 4.11

 Form
 of placement agent warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference
 to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC on June 12, 2019).

 4.12

 Form
 of common warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.1 of the Company's Current Report
 on Form 8-K filed with the SEC on February 10, 2020).

 4.13

 Form
 of placement agent warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company's Current
 Report on Form 8-K filed with the SEC on February 10, 2020).

 4.14

 Form of purchaser
 warrant from July 2020 registered direct offering (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form
 8-K filed on July 6, 2020).

 4.15

 Form of placement
 agent agreement from July 2020 registered direct offering (incorporated by reference to Exhibit 4.2 of the Company's Current Report
 on Form 8-K filed on July 6, 2020).

 4.16

 Form of purchaser
 warrant from December 2020 private placement (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K
 filed with the SEC on December 8, 2020).

 4.17

 Form of placement
 agent warrant from December 2020 private placement (incorporated by reference to Exhibit 4.2 of the Company's Current Report on
 Form 8-K filed with the SEC on December 8, 2020).

 4.18

 Form of purchaser warrant from February
 2021 private placement (incorporated by reference to Exhibit of the Company's Current Report on Form 8-K
 filed with the SEC on February 25, 2021).

 4.19

 Form of placement agent warrant from
 February 2021 private placement (incorporated by reference to Exhibit of the Company's Current Report on Form 8-K filed with the
 SEC on February 25, 2021).

 4.20

 Form of ordinary
 warrant from September 2021 private placement (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form
 8-K filed with the SEC on September 29, 2021).

 4.21

 Form of placement
 agent warrant from September 2021 private placement (incorporated by reference to Exhibit 4.2 of the Company's Current Report on
 Form 8-K filed with the SEC on September 29, 2021).

 4.22

 Form of pre-funded
 warrant from September 2021 private placement (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form
 8-K filed with the SEC on September 29, 2021).

 10.1

 Letter of Agreement, dated July 11,
 2013, between the Company and Sanmina Corporation (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form
 10-K filed with the SEC on February 18, 2021).*

 10.2

 License Agreement, dated May 16, 2016,
 between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.8 to the Company's
 Annual Report on Form 10-K filed with the SEC on February 18, 2021).*

 10.3

 Form of
 indemnification agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11
 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).**

 10.4

 2014 Incentive
 Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company's registration statement on Form S-8 (File
 No. 333-239258), filed with the SEC on June 18, 2020).**

 10.5

 Executive
 Employment Agreement, dated as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16
 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

 10.6

 2014
 Incentive Compensation Plan Form of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to
 the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

 10.7

 2014
 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for non-Israeli employees, and executives (incorporated by reference
 to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

 10.8

 2014
 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for Israeli non-employee directors, employees and executives
 (incorporated by reference to Exhibit 10.20.1 to the Company's registration statement on Form S-1 (File No. 333-227852), filed with
 the SEC on October 15, 2018).**

 10.9

 2014
 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement between the Company and Jeffrey Dykan, as director (incorporated
 by reference to Exhibit 10.20.2 to the Company's registration statement on Form S-1 (File No. 333-227852), filed with the SEC on
 October 15, 2018).**

 10.10

 2014
 Incentive Compensation Plan Prior Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by
 reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May
 6, 2016).**

 10.11

 2014
 Incentive Compensation Plan New Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by
 reference to Exhibit 10.22 to the Company's registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October
 15, 2018).**

 10.12

 2014
 Incentive Compensation Plan Prior Form of Option Award Agreement for Israeli non-employee directors (incorporated by reference to Exhibit
 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**

 10.13

 2014
 Incentive Compensation Plan Prior Form of Option Award Agreement for non-Israeli non-employee directors (incorporated by reference to
 Exhibit 10.22 to the Company's Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**

 10.14

 Amendment No. 1 to the
 Exclusive License Agreement and Amendment No. 2 to the Research Collaboration Agreement, dated April 1, 2018, between the Company and
 the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form
 8-K filed with the SEC on June 29, 2018).*

 10.15

 Form
 of warrant exercise agreement from June 2019 private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company's
 Current Report on Form 8-K filed with the SEC on June 11, 2019).

 10.16

 Employment
 Agreement, dated July 9, 2021, by and between the Company and Jeannine Lynch (incorporated by reference to Exhibit 10.3 to the Company's
 Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021**.

 10.17

 Employment Agreement dated December
 10, 2019, by and between the Company and Almog Adar (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
 on Form 10-Q filed with the SEC on May 13, 2022).* **

 10.18

 Amendment
 No. 1 to Employment Agreement, dated May 4, 2023, by and between the Company and Almog Adar (incorporated by reference to Exhibit 10.1
 to the Company's Quarterly report on Form 10-Q filed with the SEC on August 11, 2023).**

 10.19

 Employment
 Agreement, dated September 2, 2022, by and between the Company and Michael A. Lawless (incorporated by reference to Exhibit 10.1 to the
 Company's Quarterly report on Form 10-Q filed with the SEC on November 7, 2022).* **

 10.20

 Consulting
 Agreement, dated as of January 1, 2023), by and between the Company and Richner Consultants LLC (incorporated by reference to Appendix
 A to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on August 9, 2023).**

 10.21

 ReWalk
 Robotics Ltd. Compensation Policy for Executive Officers and Non-Executive Directors (incorporated by reference to Appendix B to the Company's
 Definitive Proxy Statement on Schedule 14A filed with the SEC on August 9, 2023).**

 10.22

 Employment
 Agreement, dated as of August 11, 2023, by and between the Company and Charles Remsberg (incorporated by reference to Exhibit 10.1 to
 the Company's Quarterly report on Form 10-Q filed with the SEC on November 14, 2023).**

 10.23

 Form
 of Restricted Share Unit Award (Inducement Award) for non-Israeli employees and executives (incorporated by reference to Exhibit 10.2
 to the Company's Quarterly report on Form 10-Q filed with the SEC on November 14, 2023).**

 21.1

 List
 of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed with
 the SEC on February 27, 2024).

 23.1

 Consent
 of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited (incorporated by reference to Exhibit 23.1 to the Company's
 Annual Report on Form 10-K filed with the SEC on February 27, 2024).

 31.1

 Certification
 of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002 (incorporated by reference to Exhibit 31.1 to the
 Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024).

 31.2

 Certification
 of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002 (incorporated by reference to Exhibit 31.2 to the
 Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024).

 31.3

 Certification of Principal Executive Officer pursuant to
 Section 302 of the Sarbanes-Oxley Act 2002.***

 31.4

 Certification of Principal Financial Officer pursuant to
 Section 302 of the Sarbanes-Oxley Act 2002.***

 32.1

 Certification
 of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company's Annual Report on Form 10-K filed with
 the SEC on February 27, 2024).

 32.2

 Certification
 of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 (incorporated by reference to Exhibit 32.2 to the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2024).

 97.1

 Compensation
 Recovery Policy (incorporated by reference to Annex A to the ReWalk Robotics Ltd. Compensation Policy for Executive Officers and Non-Executive
 Directors filed herewith as Exhibit 10.21).

 101.INS

 101.SCH

 101.PRE

 101.CAL

 101.LAB

 101.DEF

 +

 Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

 *

 Certain identified information in the exhibit has been omitted because it is the type of information that (i) the Company customarily
 and actually treats as private and confidential, and (ii) is not material.

 **

 Management contract or compensatory plan, contract or arrangement.

 ***

 Furnished herewith.

 ITEM 16. F ORM 10-K SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized.

 ReWalk Robotics Ltd.

 By:

 /s/ Larry Jasinski

 Name: Larry Jasinski

 Title: Chief Executive Officer

 Date: April 29, 2024

 Pursuant to the requirements of the Securities Exchange Act of
1934, this Amendment No. 1 has been signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

 Signature

 Title

 Date

 Director and Chief Executive Officer

 (Principal Executive Officer)

 Chief Financial Officer

 Mike Lawless

 (Principal Financial Officer)

 Vice President of Finance

 Almog Adar

 (Principal Accounting Officer)

 *

 Chairman of the Board

 Jeff Dykan

 *

 Dr. John William Poduska

 *

 Randel Richner

 *

 Joseph Turk

 *

 Hadar Levy

 /s/ Michael Swinford

 Michael Swinford

 *By /s/ Larry Jasinski

 Larry Jasinski, Attorney-in-fact