SEC Form S-8 filed by MediWound Ltd.

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)

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:

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.

 

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.

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.

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:

 

 

 

We hereby incorporate by reference herein the following documents (or portions thereof) that we have filed with or furnished to the Commission:

 

(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”).

(b)

Our Reports of Foreign Private Issuer on Form 6-K, furnished to the Commission on the following dates:

(i)

January 8, 2025 (including the presentation attached as Exhibit 99.1);

(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

(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).

 

(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.

 

 

 

 

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 8. Exhibits.

 

INDEX TO EXHIBITS

 

 

  

 

 

 

 

(b)

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.

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.

 

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.

 

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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