SEC Form SC 13G/A filed by Kamada Ltd. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Kamada Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 1.0 per share
(Title of Class of Securities)
M6240T 109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. M6240T 109
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1 |
NAME OF REPORTING PERSON: Gov Financial Holdings Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions): (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: -0- Ordinary Shares
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6 |
SHARED VOTING POWER: 1,511,406 Ordinary Shares*
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7 |
SOLE DISPOSITIVE POWER: -0- Ordinary Shares
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8 |
SHARED DISPOSITIVE POWER: 1,511,406 Ordinary Shares*
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,511,406 Ordinary Shares*
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.63%**
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12 |
TYPE OF REPORTING PERSON: CO
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| * | Gov Financial Holdings Ltd. (“Gov”) is wholly-owned by Mr. Leon Recanati, who exercises sole voting and investment power over the shares held by Gov. |
| ** | Calculated based on 57,479,528 ordinary shares of the Issuer outstanding as of December 31, 2023. |
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CUSIP No. M6240T 109
|
1 |
NAME OF REPORTING PERSON: Insight Capital Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions): (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: -0- Ordinary Shares
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6 |
SHARED VOTING POWER: 1,346,335 Ordinary Shares*
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7 |
SOLE DISPOSITIVE POWER: -0- Ordinary Shares
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8 |
SHARED DISPOSITIVE POWER: 1,346,335 Ordinary Shares*
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,346,335 Ordinary Shares*
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.34%**
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12 |
TYPE OF REPORTING PERSON: CO
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| * | Insight Capital Ltd. (“Insight”) is wholly-owned by Mr. Leon Recanati, who exercises sole voting and investment power over the shares held by Insight. |
| ** | Calculated based on 57,479,528 ordinary shares of the Issuer outstanding as of December 31, 2023. |
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CUSIP No. M6240T 109
|
1 |
NAME OF REPORTING PERSON: Leon Recanati
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions): (b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER: 678,520 Ordinary Shares
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6 |
SHARED VOTING POWER: 2,857,741 Ordinary Shares*
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7 |
SOLE DISPOSITIVE POWER: 678,520 Ordinary Shares
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8 |
SHARED DISPOSITIVE POWER: 2,857,741 Ordinary Shares*
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,536,261 Ordinary Shares*
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.15%**
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12 |
TYPE OF REPORTING PERSON: IN
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| * | Mr. Recanati directly holds 631,145 ordinary shares of the Issuer and options to purchase 47,375 ordinary shares of the Issuer currently exercisable or exercisable within 60 days of December 31, 2023. In addition, Mr. Recanati beneficially owns 1,511,406 ordinary shares of the Issuer through Gov and 1,346,335 ordinary shares of the Issuer through Insight, both of which are wholly-owned by Mr. Leon Recanati. |
| ** | Calculated based on 57,479,528 ordinary shares of the Issuer outstanding as of December 31, 2023. |
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CUSIP No. M6240T 109
Item 1.
| (a) | Name of Issuer: Kamada Ltd. |
| (b) | Address of Issuer’s Principal Executive Offices: |
2 Holzman St., Science Park,
P.O. Box 4081,
Rehovot, 7670402, Israel
Item 2.
| (a) | Name of Person Filing: |
Gov Financial Holdings Ltd.
Leon Recanati
I.R.S. Identification No. of above person (entities only): N/A
| (b) | Address of Principal Business Office or, if none, Residence: |
27 Yoav St. 69081, Israel
| (c) | Citizenship: Israel |
| (d) | Title of Class of Securities: Ordinary Shares, par value NIS 1.0 per share (“Ordinary Shares”) |
| (e) | CUSIP Number: M6240T 109 |
| Item 3. | Not applicable |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
Gov Financial Holdings Ltd. 1,511,406 Ordinary Shares
Insight Capital Ltd. 1,346,335
Leon Recanati 678,520 Ordinary Shares
| (b) | Percent of class: |
Gov Financial Holdings Ltd. 2.63%*
Insight Capital Ltd. 2.34%*
Leon Recanati 6.15%*
| * | Calculated based on 57,479,528 ordinary shares of the Issuer outstanding as of December 31, 2023. |
| (c) | Number of shares as to which person has: |
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
| * | Calculations are based on 57,479,528 Ordinary Shares of the Issuer outstanding as of December 31, 2023. |
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CUSIP No. M6240T 109
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
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CUSIP No. M6240T 109
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| /s/ Leon Recanati | ||
| By: | Gov Financial Holdings Ltd. | |
| Name: | Leon Recanati | |
| Title: | Chairman and CEO | |
| /s/ Leon Recanati | ||
| By: | Insight Capital Ltd. | |
| Name: | Leon Recanati | |
| Title: | Chairman and CEO | |
| /s/ Leon Recanati | ||
| By: | Leon Recanati | |
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CUSIP No. M6240T 109
| EXHIBIT NO. | DESCRIPTION | |
| Exhibit 99.1 | Joint Filing Agreement, dated February 14, 2024 |
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