InvestorsHub Logo
icon url

I-Man

04/10/20 8:19 AM

#1097 RE: Conscious_AI_Project #1094

Item 5.02 Departure of Directors or Principal Officers

On April 7, 2020, the board of directors (the “Board”) of ReWalk Robotics Ltd. (the “Company”) decided to remove Mr. Chunlin (Allen) Han from the Board. Mr. Han was initially appointed by the Board pursuant to an Investment Agreement between the Company and Timwell Corporation Limited, a Hong Kong corporation (“Investor”), dated as of March 6, 2018 (the “Investment Agreement”). The Investment Agreement provides that Investor shall be entitled to designate one member of the Board so long as certain conditions are met, including that the Investor is not in material breach of the Investment Agreement (which breach has not been cured within 45 days after notice).

The Investor has committed various material breaches of the Investment Agreement, including failure to consummate its second and third investment tranches in the Company for a total of $15 million, failure to enter into a detailed joint venture with the Company, and failure to make payments for product-related commitments. Accordingly, in accordance with the Investment Agreement and the Company’s Articles of Association, the Board removed Mr. Han. The Board’s decision was not due to any disagreement with Mr. Han, nor was it related to any issues pertaining to Mr. Han’s service as a director (as opposed to the breaches of the Investor that designated him as a nominee to the Board).