As filed with the Securities and Exchange Commission on May 5, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MEDIWOUND LTD.
(Exact Name of Registrant as Specified in its charter)
ISRAEL
(State or other jurisdiction of Incorporation or Organization)
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Not Applicable
(I.R.S. Employer Identification Number)
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42 Hayarkon Street
Yavne, 8122745 Israel
(Address of Principal Executive Offices) (Zip Code)
MediWound Ltd. 2014 Equity Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name and address of agent for service)
+1 (302) 738-6680
(Telephone number, including area code, of agent for service)
Copy to:
Joshua G. Kiernan
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
+44 20 7710 1000
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David S. Glatt, Adv.
Jonathan M. Nathan, Adv.
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an 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 ☐
Non-accelerated filer ☒
Emerging Growth Company ☐
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Accelerated filer ☐
Smaller reporting company ☐
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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 7(a)(2)(B) of the Securities Act. ¨☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Amount to be Registered(1)
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Proposed
Maximum
Offering Price
per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares, par value NIS 0.01 per share
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from
time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Consists of an additional 544,738 shares issuable under the MediWound Ltd. 2014
Equity Incentive Plan, as amended (the “2014 Plan”).
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the
average of the high and low prices of the Registrant’s Ordinary Shares as reported on The Nasdaq Global Market on May 3, 2021.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 544,738 shares
of the Registrant’s Ordinary Shares to be issued under the 2014 Plan, for which Registration Statements on Form S-8 of the Registrant relating to such employee benefit plan are effective.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registration Statements
on Form S-8 (File Nos. 333-236635, 333-230487, 333-223767, 333-210375 and 333-195517).
Item 8. Exhibits.
INDEX TO EXHIBITS
(1)
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Filed as Exhibit 1.1 on February 25, 2020 pursuant to a registration statement on Form 20-F (File No. 333-36349) and incorporated by reference herein.
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(2)
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Filed as Exhibit 3.3 on March 3, 2014 pursuant to a registration statement on Form F-1 (File No. 333-193856) and incorporated by reference herein.
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(3)
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Filed as Exhibit 4.9 on February 25, 2020 pursuant to a registration statement on Form F-20 (File No. 333-36349) and incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Yavne, Israel, on May 5, 2021.
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MEDIWOUND LTD.
By: /s/ Boaz-Gur-Lavie
Name: Boaz Gur-Lavie
Title: Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints Sharon Malka and Boaz Gur-Lavie, and each
of them singly (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either
of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated and on the date indicated.
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Chief Executive Officer
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May 5, 2021
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Sharon Malka
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(Principal Executive Officer)
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Chief Financial Officer
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May 5, 2021
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Boaz Gur-Lavie
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(Principal Financial and Accounting Officer)
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Executive Chairman of the Board and Director
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May 5, 2021
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Stephen T. Wills
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Director
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May 5, 2021
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Ofer Gonen
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Director
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May 5, 2021
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Vickie R. Driver
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Director
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May 5, 2021
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Nissim Mashiach
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Director
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May 5, 2021
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Sharon Kochan
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Director
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May 5, 2021
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Assaf Segal
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/s/ David Fox
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Director
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May 5, 2021
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David Fox
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/s/ Samuel Moed
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Director
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May 5, 2021
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Samuel Moed
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Puglisi & Associates
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Authorized Representative in the United States
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May 5, 2021
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By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director