UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of August 2023
Commission File Number 001-35948
Kamada Ltd.
(Translation of registrant’s name into English)
2 Holzman Street
Science Park, P.O. Box 4081
Rehovot 7670402
Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes ☐ No
☒
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____
This Form 6-K is being incorporated by reference
into the Registrant’s Form S-8 Registration Statements, File Nos. 333-192720, 333-207933, 333-215983, 333-222891, 333-233267 and
333-265866.
EXPLANATORY NOTE
On August 29,
2023, Kamada Ltd. (the “Company”) held an Extraordinary General Meeting of Shareholders at the Company’s offices
at 2 Holzman Street, Weizmann Science Park, Rehovot, Israel (the “Meeting”). At the Meeting, the shareholders voted
on and approved, by the applicable required majority, each of the proposals that were described in the Company’s Notice and Proxy
Statement for the Meeting that was attached as Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K furnished by the Company
to the U.S. Securities and Exchange Commission on July 13, 2023 (the “Proxy Statement”). Accordingly, at the Meeting,
the shareholders of the Company approved the following proposals:
| 1. | A private placement of the Company’s ordinary shares,
following which FIMI shall become a controlling shareholder of the Company (within the meaning of the Israeli Companies Law, 5759-199
(the “Israeli Companies Law”)), on the conditions set forth in Proposal 1 to the Proxy Statement for the Meeting (the
“Private Placement”). |
| 2. | The election of each of Prof. Benjamin Dekel and Assaf Itshayek
as external directors, within the meaning of the Israeli Companies Law, for an initial three-year term, subject to the closing of the
Private Placement. |
| 3. | The grant of options to each of Prof. Benjamin Dekel and
Assaf Itshayek, within the meaning of the Israeli Companies Law. |
Additionally, the following exhibit is attached:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: August 30, 2023 |
KAMADA LTD. |
| |
|
|
| |
By: |
/s/ Nir Livneh |
| |
|
Nir Livneh |
| |
|
Vice President General Counsel and
Corporate Secretary |
EXHIBIT INDEX
3
Exhibit 99.1
Kamada Announces Shareholder Approval and Planned
Closing of $60 Million Private Placement with FIMI Opportunity Funds
| ● | Funding
Strengthens Kamada’s Financial Position, Supporting its Growth Plans and the Pursuit of Strategic Business Development Opportunities |
| ● | Appointment
of Two New Independent Directors to its Board: Professor Benjamin Dekel and Mr. Assaf Itshayek |
Rehovot, Israel, and Hoboken, NJ – August
30, 2023 -- Kamada Ltd. (NASDAQ: KMDA; TASE: KMDA.TA), a commercial stage global biopharmaceutical company with a portfolio of marketed
products indicated for rare and serious conditions and a leader in the specialty plasma-derived field, today announced shareholder approval
and planned closing of the previously announced $60 million private placement (the “Private
Placement”) with FIMI Opportunity Funds (“FIMI”), the leading
private equity firm in Israel and a large existing Kamada shareholder.
Under the
terms of the Private Placement, Kamada will be issuing an aggregate of approximately 12.6 million ordinary shares to FIMI at a price of
$4.75 per share (which represented the average closing price of the Company’s shares on NASDAQ during the 20 trading days prior
to the date of execution of the Private Placement). Upon closing of the Private Placement, expected during the first week of September,
FIMI will beneficially own approximately 38% of Kamada’s outstanding ordinary shares and will become a controlling shareholder of
the Company, within the meaning of the Israeli Companies Law, 1999 (the “Companies Law”).
“We are grateful for the support of FIMI
and our shareholders in approving the $60 million private placement,” said Amir London, Kamada’s
Chief Executive Officer. “We now have enhanced financial flexibility, which allows
us to accelerate the growth of our business. We are proactively evaluating a number of compelling business development opportunities that
have the potential to expand our existing product portfolio.”
The securities offered under the Private Placement
were not registered under the Securities Act of 1933, as amended. The Company agreed to file a registration statement with the U.S. Securities
and Exchange Commission registering the resale of all the ordinary shares held by FIMI, following its request, at any time after the lapse
of six months following the closing of the Private Placement.
Kamada also separately announced the appointment
of two new independent directors (who qualify as External Directors under the Companies Law) to its Board of Directors, Professor Benjamin
Dekel, MD, PhD. and Mr. Assaf Itshayek. Professor Dekel is known internationally as one of the most
innovative and highly recognized researchers in the field of human renal stem cell biology and regenerative medicine, and Mr. Itshayek
has over 15 years of hi-tech industry experience in senior management and finance executive positions.
“We are pleased to welcome Professor Dekel
and Mr. Itshayek, both highly accomplished individuals in their fields, to our Board of Directors,”
said Ms. Lilach Asher Topilsky, Kamada’s Chairman of the Board. “The appointment of these two new directors enhances the scientific
and financial acumen of our Board, which is important as we continue developing our business and pipeline, while evaluating potential
new opportunities. We look forward to leveraging the successful track records of both Professor Dekel and Mr.
Itshayek.”
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation, or sale of these securities
in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offering of the ordinary shares
under the resale registration statement will only be by means of a prospectus.
About Kamada
Kamada Ltd. (the “Company”) is a commercial
stage global biopharmaceutical company with a portfolio of marketed products indicated for rare and serious conditions and a leader in
the specialty plasma-derived field, focused on diseases of limited treatment alternatives. The Company is also advancing an innovative
development pipeline targeting areas of significant unmet medical need. The Company’s strategy is focused on driving profitable
growth from its significant commercial catalysts as well as its manufacturing and development expertise in the plasma-derived and biopharmaceutical
fields. The Company’s commercial products portfolio includes six FDA approved plasma-derived biopharmaceutical products: CYTOGAM®,
KEDRAB®, WINRHO SDF®, VARIZIG®, HEPAGAM B® and GLASSIA®, as well as KAMRAB®, KAMRHO (D)® and two types of
equine-based anti-snake venom (ASV) products. The Company distributes its commercial products portfolio directly, and through strategic
partners or third-party distributors in more than 30 countries, including the U.S., Canada, Israel, Russia, Argentina, Brazil, India,
Australia and other countries in Latin America, Europe, Middle East, and Asia. The Company leverages its expertise and presence in the
Israeli market to distribute, for use in Israel, more than 25 pharmaceutical products that are supplied by international manufacturers.
During recent years the Company added eleven biosimilar products to its Israeli distribution portfolio, which, subject to the European
Medicines Agency (EMA) and the Israeli Ministry of Health approvals, are expected to be launched in Israel through 2028. The Company owns
an FDA licensed plasma collection center in Beaumont, Texas, which currently specializes in the collection of hyper-immune plasma used
in the manufacture of KAMRHO (D). In addition to the Company’s commercial operation, it invests in research and development of new
product candidates. The Company’s leading investigational product is an inhaled AAT for the treatment of AAT deficiency, for which
it is continuing to progress the InnovAATe clinical trial, a randomized, double-blind, placebo-controlled, pivotal Phase 3 trial. FIMI
Opportunity Funds, the leading private equity firm in Israel, is the Company’s lead shareholder, will beneficially own approximately
38% of the outstanding ordinary shares upon the closing of the Private Placement.
Cautionary Note Regarding Forward-Looking Statements
This release includes forward-looking statements
within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, including statements
regarding: (1) the financing strengthening the Company’s financial flexibility, allowing it to accelerate the growth of its business
and evaluate and pursue compelling business development opportunities that have the potential to expand its existing product portfolio;
(2) planned closing of the Private Placement during the first week of September; and (3) Ms. Asher Topilsky’s statement regarding
the appointment of the two new directors and leveraging the successful track records of both, which is important as the Company continues
to develop its business and pipeline while evaluating potential new opportunities. Forward-looking
statements are based on Kamada’s current knowledge and its present beliefs and expectations regarding possible future events and
are subject to risks, uncertainties and assumptions. Actual results and the timing of events could differ materially from those anticipated
in these forward-looking statements as a result of several factors including, but not limited to, success in expanding Kamada’s
product portfolio through business development initiatives, Kamada’s ability to consummate any business development opportunities,
success in integrating any business development opportunities within Kamada’s existing business, availability of sufficient raw
materials required to maintain manufacturing plans, continued utilization of Kamada’s Israeli manufacturing site, continuation of
inbound and outbound international delivery routes, continued demand for the IgG product portfolio, FDA and international health authorities’
approval process, financial conditions of the Company’s customers, suppliers and services providers, Kamada’s ability to integrate
the new product portfolio into its current product portfolio, Kamada’s ability to grow the revenues of its new product portfolio,
and leverage and expand its international distribution network, Kamada’s ability to manage operating expenses, additional competition
in the markets that Kamada competes, regulatory delays, prevailing market conditions and the impact of general economic, industry or political
conditions in the U.S., Israel or otherwise, and other risks detailed in Kamada’s filings with the U.S. Securities and Exchange
Commission (the “SEC”) including those discussed in its most recent Annual Report on Form 20-F and in any subsequent reports
on Form 6-K, each of which is on file or furnished with the SEC and available at the SEC’s website at www.sec.gov. The forward-looking
statements made herein speak only as of the date of this announcement and Kamada undertakes no obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as otherwise required by law.
CONTACTS:
Chaime Orlev
Chief Financial Officer
IR@kamada.com
Brian Ritchie
LifeSci Advisors, LLC
(212) 915-2578
britchie@LifeSciAdvisors.com
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