S-8 1 zk2125979.htm S-8



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)
Not Applicable
(I.R.S. Employer Identification Number)
   
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
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

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  ☐
 Accelerated filer
Smaller reporting 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 7(a)(2)(B) of the Securities Act. ¨☐


 
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered
 
Amount to be Registered(1)
   
Proposed
Maximum
Offering Price
per Unit
   
Proposed
Maximum
Aggregate
Offering Price
   
Amount of
Registration Fee
 
Ordinary Shares, par value NIS 0.01 per share
   
544,738
(2)
 
$
4.73
(3)
 
$
2,576,610.74
(3)
 
$
281.11
 

(1)
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.

(2)
Consists of an additional 544,738 shares issuable under the MediWound Ltd. 2014 Equity Incentive Plan, as amended (the “2014 Plan”).

(3)
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.

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
 
Exhibit
Number
 
Description








(1)
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.
 
(2)
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.
 
(3)
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.
 


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.
 
 
MEDIWOUND LTD.
 
By: /s/ Boaz-Gur-Lavie          
Name: Boaz Gur-Lavie
Title: Chief Executive Officer

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.
 

Signature
 

Title
 

Date
         
/s/ Sharon Malka
 
Chief Executive Officer
 
May 5, 2021
Sharon Malka
 
(Principal Executive Officer)
   
         
/s/ Boaz-Gur-Lavie
 
Chief Financial Officer
 
May 5, 2021
Boaz Gur-Lavie
 
(Principal Financial and Accounting Officer)
   
         
/s/ Stephen T. Wills
 
Executive Chairman of the Board and Director
 
May 5, 2021
Stephen T. Wills
       
         
/s/ Ofer Gonen
 
Director
 
May 5, 2021
Ofer Gonen
       
         
/s/ Vickie R. Driver
 
Director
 
May 5, 2021
Vickie R. Driver
       
         
/s/ Nissim Mashiach
 
Director
 
May 5, 2021
Nissim Mashiach
       
         
/s/ Sharon Kochan
 
Director
 
May 5, 2021
Sharon Kochan
       
         
/s/ Assaf Segal
 
Director
 
May 5, 2021
Assaf Segal
       
         
/s/ David Fox
 
Director
 
May 5, 2021
David Fox
       
         
/s/ Samuel Moed
 
Director
 
May 5, 2021
Samuel Moed
       
         
Puglisi & Associates
 
Authorized Representative in the United States
 
May 5, 2021
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title:  Managing Director