SEC Form 6-K filed by MediWound Ltd.

Along with their entry into the Share Purchase Agreement, the Company and the Purchasers entered into a registration rights agreement, dated July 15, 2024 (the “Registration Rights Agreement”), providing the Purchasers with customary registration rights with respect to the ordinary shares to be issued to them pursuant to the Private Placement and any additional Registrable Securities (as defined therein). The Company has agreed to file with the Securities and Exchange Commission (the “SEC”), within 45 days after the closing of the Private Placement, an initial shelf registration statement registering the resale of all Registrable Securities issued in the Private Placement. To the extent that the SEC informs the Company that not all of the Registrable Securities may be registered for resale as a secondary offering on a single registration statement, the Company has agreed to use its reasonable best efforts to file additional shelf registration statement(s) covering the resale of all remaining Registrable Securities not registered in the initial registration statement. The Registration Rights Agreement also provides for payment of liquidated damages by the Company to the Purchasers in the event of certain delays or suspensions in the ability of the Purchasers (or the assignees of their registration rights) to sell Registrable Securities under the Registration Rights Agreement. The agreement further restricts the Company’s ability to include for an offering on its own behalf, or on behalf of any of its other security holders (other than the holders under the Registration Rights Agreement, or any security holder with existing rights to include securities in a registration statement), securities in any registration statement filed pursuant to the Registration Rights Agreement— other than securities subject to existing registration rights with respect to which the Company uses reasonable best efforts, but is unsuccessful, to obtain a waiver of such registration rights. The Company may also not file any other registration statements until all Registrable Securities are registered pursuant to a registration statement that is declared effective by the SEC, with customary exceptions. The Registration Rights Agreement also grants customary piggyback registration rights to the Purchasers (or their assignees with rights under the agreement) with respect to any Registrable Securities that have not yet then been registered under registration agreements pursuant to the Registration Rights Agreement.

Incorporation by Reference

The contents of this Report of Foreign Private Issuer on Form 6-K, including the exhibits hereto (other than Exhibit 99.1) are hereby incorporated by reference into the Company’s Registration Statements on Form S-8, filed with the SEC on April 28, 2014, March 24, 2016, March 19, 2018, March 25, 2019, February 25, 2020, May 15, 2021 and August 9, 2022 (Registration Nos. No. 333-195517, 333-210375, 333-223767, 333-230487, 333-236635, 333-255784, and  333-266697, respectively) and on Form F-3, filed with the SEC on May 25, 2022 and March 31, 2023 (Registration Nos. 333-265203 and 333-268297, respectively).