As filed with the Securities and Exchange Commission on March 19, 2025.
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)
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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. 2024 Share 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)
Copies of all communications, including communications sent to agent for service, should be sent to:
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Yaron Meyer, Adv.
MediWound Ltd.
42 Hayarkon Street
Yavne 8122745, Israel
Telephone: +972 (77) 971-4100
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Jonathan M. Nathan, Adv.
Meitar Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
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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.
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging Growth 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. ¨☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) registers the offer, issuance and sale of a total of up to 1,439,016
ordinary shares, par value 0.07 New Israeli Shekels (“NIS”) per share (“ordinary shares”), of MediWound Ltd. (“MediWound”, the “Company, the “Registrant”, “our company,” “we” or “us”)
to MediWound’s and/or its subsidiaries’ employees, directors, officers, consultants, advisors and other service providers under the MediWound Ltd. 2024 Share Incentive Plan (the “2024 Plan”). This initial share
amount consists of (i) 280,375 ordinary shares that had been available under, and that have already been rolled over from, the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) due to the expiration,
cancelation, termination, forfeiture, repurchase, or settlement in cash in lieu of issuance of shares (collectively, “cancelation”) of awards under the 2014 Plan, and (ii) up to an additional 1,158,641 ordinary
shares underlying outstanding awards under the 2014 Plan that may, in the future, similarly be rolled over to the 2024 Plan due to the cancelation of such awards.
Out of the foregoing 1,439,016 ordinary shares covered by this Registration Statement, (a) a total of 270,050 ordinary shares are issuable pursuant to outstanding equity grants
(options or Restricted Share Units) under the 2024 Plan, and (b) up to 1,168,966 ordinary shares are, or may become, available for issuance pursuant to potential future grants under the 2024 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information concerning the 2024 Plan required by Item 1 of this Registration Statement, and the statement of availability of registrant information and
other information required by Item 2 of Form S-8, will be sent or given to persons eligible to participate in the 2024 Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities
Act”). We will maintain a file of such documents in accordance with the provisions of Rule 428 and, upon request, will furnish to the Securities and Exchange Commission (the “Commission”) or its staff
a copy or copies of documents included in such file. Pursuant to the instructions to Form S-8, these documents are not required to be and are not being filed either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute part of a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this prospectus) and the other
documents required to be delivered to participants in the 2024 Plan pursuant to Rule 428(b) under the Securities Act, will be available without charge to participants in the 2024 Plan upon written or oral request by contacting:
MediWound Ltd.
42 Hayarkon Street
Yavne, 8122745 Israel
Telephone: +972 (77) 971-4100
Attention: Yaron Meyer, Adv., Executive Vice President, General Counsel and Corporate Secretary
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference herein the following documents (or portions thereof) that we have filed with or furnished to the Commission:
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(a) |
Our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Commission on March 19, 2025 (the “2024 Form 20-F”).
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(b) |
Our Reports of Foreign Private Issuer on Form 6-K, furnished to the Commission on the following dates:
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(ii) |
February 12, 2025 (including the information, but excluding quotes of senior management of the Company, contained in the press release
attached as Exhibit 99.1); and
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(iii) |
March 19, 2025 (including the information, but excluding quotes of senior management of the Company, contained in the press release
attached as Exhibit 99.1).
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(c) |
The description of our ordinary shares under “Item 1. Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A (Commission File No. 001-36349), filed with the Commission on March 12, 2014, as updated by Exhibit 2.1 to the 2024 Form 20-F, and any amendment or report filed for the purpose of further updating that description. |
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent designated therein, Reports of
Foreign Private Issuer on Form 6-K furnished by us to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that
all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such
documents.
Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Under the Israeli Companies Law, 5759-1999 (the “Companies Law”), a company may not exculpate an office holder from liability for a breach
of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing
such exculpation is included in its articles of association. Our amended and restated articles of association include such a provision. The company may not exculpate in advance a director from liability arising out of a prohibited dividend or
distribution to shareholders.
Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an office
holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
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a financial liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to
indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the
undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the above-mentioned foreseen events and amount or
criteria;
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such
investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal
proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary sanction;
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or
in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent; and
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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder in respect of certain administrative proceedings under the Israeli Securities Law.
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Under the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder, if and to the extent provided in the
company’s articles of association:
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a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
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a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and
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a financial liability imposed on the office holder in favor of a third party.
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Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
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a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to
believe that the act would not harm the company;
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a breach of duty of care committed intentionally or recklessly, excluding a breach arising solely out of the negligent conduct of the office holder;
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an act or omission committed with intent to derive illegal personal benefit; or
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a fine, civil fine, monetary sanction or forfeit levied against the office holder.
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Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors
and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Our articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law.
We have obtained directors’ and officers’ liability insurance for the benefit of our office holders and intend to continue to maintain such coverage and pay all premiums thereunder
to the fullest extent permitted by the Companies Law. In addition, we have entered into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of
care and undertaking to indemnify them, in each case, to the fullest extent permitted by our articles and Israeli law, including with respect to liabilities resulting from a public offering of our shares, to the extent that these liabilities are not
covered by insurance.
The maximum indemnification amount set forth in those agreements is limited to an amount equal to the greater of (i) 25% of our total shareholders’ equity based on our most
recently financial statements of the time of the actual payment of the indemnification; (ii) $50 million; (iii) 40% of our total market capitalization (which means the average closing price of our ordinary shares over the 30 trading days prior to the
actual payment of indemnification, multiplied by the total number of our issued and outstanding ordinary shares as of the date of actual payment); and (iv) in connection with or arising out of a public offering of our securities, the aggregate amount
of proceeds from the sale of securities by us and/or any shareholder of ours in such offering. The maximum amount set forth in those agreements is in addition to amounts actually paid, if any, under insurance policies and/or by a third-party pursuant
to an indemnification arrangement.
In the opinion of the Commission, indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
INDEX TO EXHIBITS
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Exhibit Number
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Description
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*
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Filed herewith.
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(1)
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Incorporated by reference to Exhibit 4.9 to the Registrant’s annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 19, 2025.
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(2)
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Incorporated by reference to Exhibit 1.1 to the Registrant’s annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 21, 2024.
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(3)
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Incorporated by reference to Exhibit 3.3 to the Registrant’s registration statement on Form F-1 (File No. 333-193856), filed with the SEC on March 3, 2014.
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The Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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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 March 19, 2025.
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MEDIWOUND LTD.
By: /s/ Hani Luxenburg
Name: Hani Luxenburg
Title: Chief Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of MediWound Ltd., an Israeli company, do hereby constitute and appoint Ofer Gonen, Chief Executive
Officer, and Hani Luxenburg, Chief Financial Officer, 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 and thing requisite and necessary
to be done in connection with this Registration Statement, as fully to all intents and purposes as he or she might or could do 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.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the
date indicated.
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Signature
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Title
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Date
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/s/Ofer Gonen
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Chief Executive Officer
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March 19, 2025
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Ofer Gonen
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(Principal Executive Officer)
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/s/Hani Luxenburg
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Chief Financial Officer
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March 19, 2025
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Hani Luxenburg
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(Principal Financial and Accounting Officer)
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/s/Nachum Shamir
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Chairman of the Board of Directors
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March 19, 2025
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Nachum (Homi) Shamir
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/s/Vickie R Driver
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Director
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March 19, 2025
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Vickie R. Driver
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/s/David Fox
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Director
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March 19, 2025
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David Fox
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/s/Shmuel (Milky) Rubinstein
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Director
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March 19, 2025
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Shmuel (Milky) Rubinstein
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/s/Stephen T. Wills
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Director
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March 19, 2025
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Stephen T. Wills
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Puglisi & Associates
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Authorized Representative in the United States
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By: /s/Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director
Date: March 19, 2025
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Exhibit 5.1
MediWound Ltd.
42 Hayarkon Street
Yavne, 8122745, Israel
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as Israeli counsel to
MediWound Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) covering up to 1,439,016ordinary shares of the Company, par value New Israeli Shekel 0.07 per share (the
“Shares”), that are or may become available for issuance under the MediWound
Ltd. 2024 Share Incentive Plan (the “Plan”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our
satisfaction, of the Plan, the Registration Statement, the Company’s Articles of Association (as amended), and such other agreements, certificates, resolutions, minutes and other statements of corporate officers and other representatives of the
Company and others and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.
In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original
documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be
accurate. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided to us are true and accurate and have been
properly prepared in accordance with the Company’s Articles of Association (as amended) and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares (which may consist, in part or in full,
of services performed for the Company).
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws
of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved
for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this
opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item
509 of Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts,
circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
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Very truly yours,
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/s/ Meitar Law Offices
Meitar | Law Offices
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