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SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

MediWound Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.07 per share    M68830112
(Title of class of securities)    (CUSIP number)

Alejandro Moreno

Langhorne S. Perrow

c/o Access Industries, Inc.

40 West 57th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Nicholas P. Pellicani

Debevoise & Plimpton LLP

65 Gresham Street

London EC2V 7NQ

United Kingdom

+44 20 7786 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 7, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

 

 

(Continued on following pages)


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Access Industries Holdings LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  OO (Limited Liability Company)

 

*

The number of shares reported herein reflects the 1-for-7 reverse stock split effected by the Issuer as of December 20, 2022 (the “Reverse Stock Split”).

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the prospectus supplement dated as of, and filed with the Securities and Exchange Commission (the “SEC”) on, February 3, 2023 (the “Prospectus Supplement”), and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

2


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Access Industries, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  OO (Limited Liability Company)

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

3


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Access Industries Management, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  OO (Limited Liability Company)

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

4


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Clal Industries Ltd.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  CO

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

5


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Clal Biotechnology Industries Ltd.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  319,942*

     8  

  SHARED VOTING POWER:

 

  1,172,710*

     9  

  SOLE DISPOSITIVE POWER:

 

  319,942*

   10  

  SHARED DISPOSITIVE POWER:

 

  1,172,710*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  CO

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

6


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Clal Life Sciences L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  1,172,710*

     8  

  SHARED VOTING POWER:

 

  0

     9  

  SOLE DISPOSITIVE POWER:

 

  1,172,710*

   10  

  SHARED DISPOSITIVE POWER:

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,172,710*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☒

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  12.74%**

14  

  TYPE OF REPORTING PERSON:

 

  PN

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

7


CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Len Blavatnik

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  IN

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

8


CONTINUATION PAGES TO AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries, LLC (“Access LLC”), Access Industries Management, LLC (“AIM”), Clal Industries Ltd. (“Clal Industries”), Clal Biotechnology Industries Ltd. (“CBI”), Clal Life Sciences L.P. (“CLS”) and Len Blavatnik (collectively, the “Reporting Persons” and each, a “Reporting Person”) in respect of MediWound Ltd. (the “Issuer”). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 17, 2022, as amended by Amendment No. 1 filed on July 1, 2022 (“Amendment No. 1”) and Amendment No. 2 filed on September 26, 2022 (the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

 

Item 2.

Identity and Background.

Annex A filed with Amendment No. 1 is hereby amended and restated by Annex A to this Amendment No. 3.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended in relevant parts as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of ordinary shares, par value NIS 0.07 per share (the “Ordinary Shares”) (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Ordinary Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

CBI owns directly (i) 308,811 Ordinary Shares, (ii) 14,286 Ordinary Shares issuable upon exercise of options exercisable for $12.25 per share, which expire on June 29, 2025 (of which 9,524 options are vested), (iii) 1,607 Ordinary Shares issuable upon exercise of options exercisable for $37.52 per share, which expire on June 15, 2026; and may be deemed to share voting and investment power over the 1,172,710 Ordinary Shares owned directly by CLS, the general partner of which, Clal Application Center Ltd., is wholly owned by CBI. CBI is a publicly traded company traded on the Tel Aviv Stock Exchange.

Each of AIH, Access LLC, AIM, Clal Industries and Mr. Blavatnik may be deemed to share voting and investment power over the Ordinary Shares owned directly by CBI and CLS because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) AIM controls Access LLC and AIH, (iii) Access LLC controls a majority of the outstanding voting interests in AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS controls AI Diversified Holdings Ltd. (“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”), (vii) Access AI wholly owns Clal Industries, (viii) Clal Industries is the controlling shareholder of CBI, and (ix) CBI is the sole shareholder of Clal Application Center Ltd.

 

9


The Reporting Persons, other than CBI and CLS, and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

(c) On February 7, 2023, CBI sold 36,785 Ordinary Shares at a weighted average price of $13.75 in open market transactions.1

On February 8, 2023, CBI sold 5,072 Ordinary Shares at a weighted average price of $13.75 in open market transactions.2

On February 9, 2023, CBI sold 33,368 Ordinary Shares at a weighted average price of $13.32 in open market transactions.3

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented by adding the following at the end thereof:

2023 Piggy-back Rights Waiver

In connection with the Issuer’s registered offering of Ordinary Shares (the “2023 Offering”), on February 2, 2023, the Issuer and certain of its shareholders, including CBI and CLS, entered into a piggy-back rights waiver (the “2023 Piggy-back Rights Waiver”). Under the 2023 Piggy-back Rights Waiver, CBI and CLS agreed to waive (i) any and all rights to notice under the Registration Rights Agreement with respect to the 2023 Offering and (ii) the piggy-back registration rights and all other related or similar rights under the Registration Rights Agreement with respect to the 2023 Offering, including any and all rights to request the inclusion of any number of registrable Ordinary Shares in such 2023 Offering or in any prospectus supplement to the Issuer’s registration statement on Form F-3 declared effective by the SEC on June 3, 2022 and relating to the 2023 Offering. The 2023 Piggy-back Rights Waiver was to expire and of no further force and effect if the 2023 Offering was not completed by March 31, 2023.

The foregoing description of the 2023 Piggy-back Rights Waiver does not purport to be complete and is qualified in its entirety by reference to the 2023 Piggy-back Rights Waiver, which is filed as an exhibit and incorporated herein by reference.

 

1 

These Ordinary Shares were sold in multiple transactions at prices ranging from $13.40 to $13.85, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

2 

These Ordinary Shares were sold in multiple transactions at prices ranging from $13.70 to $13.91, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

3 

These Ordinary Shares were sold in multiple transactions at prices ranging from $13.30 to $13.60, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

 

10


Item 7.

Material to be Filed as Exhibits.

 

Exhibit    Description
99.1    Piggy-back Rights Waiver, dated as of February 2, 2023, by and among the Issuer, CBI, CLS and the other parties thereto.
99.2    Joint Filing Agreement, dated as of February 13, 2023.

 

11


Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 13, 2023

 

ACCESS INDUSTRIES HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT, LLC      

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
CLAL INDUSTRIES LTD.      

/s/ Alon Heller

      Name: Alon Heller
      Title: VP Finance
     

/s/ Nufar Malovani

      Name: Nufar Malovani
      Title: VP General Counsel & Corporate Secretary
CLAL BIOTECHNOLOGY INDUSTRIES LTD.      

/s/ Assaf Segal

  Name: Assaf Segal
      Title: CEO
     

/s/ Liat Nissan

      Name: Liat Nissan
      Title: VP Finance

 

12


CLAL LIFE SCIENCES L.P.      

/s/ Assaf Segal

      Name: Assaf Segal
      Title: Director
     

/s/ Liat Nissan

      Name: Liat Nissan
      Title: Director
     

*

      Name: Len Blavatnik

 

*

The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

 

By:  

/s/ Alejandro Moreno

Name: Alejandro Moreno
Title: Attorney-in-Fact

 

13

EX-99.1

Exhibit 99.1

MEDIWOUND LTD.

PIGGY-BACK RIGHTS WAIVER

Reference is made to the Amended & Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), dated as of April 6, 2021, by and among MediWound Ltd. (the “Company”) and the shareholders of the Company listed on Schedule A thereto (the “Shareholders”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the A&R Registration Rights Agreement.

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), a Registration Statement on Form F-3 covering the offer, issuance and sale of $125,000,000 in the aggregate of securities by the Company, and the resale of 12,738,460 of the Company’s ordinary shares, par value NIS 0.01 per share, by certain selling shareholders (as so filed and as amended, the “Registration Statement”), which Registration Statement was declared effective by the Commission on June 3, 2022;

WHEREAS, pursuant to the Registration Statement, the Company intends to file a prospectus supplement to the Registration Statement with the Commission and engage in a registered direct public offering with H.C. Wainwright & Co., LLC (“Wainwright” or the “Placement Agent”) to act as our exclusive placement agent in connection with this offering, in an amount that will be determined based upon the market conditions at the time of the offering (the “Offering”);

WHEREAS, the Shareholders may be entitled to certain rights in connection with the Offering as set forth in the A&R Registration Rights Agreement, including without limitation, the rights related to a Piggy-Back Underwritten Offering, set forth in Section 2.2 thereof (the “Piggy-Back Rights”); and

WHEREAS, the Company and the undersigned Shareholders, constituting Shareholders holding a majority of the Shares held by Shareholders, desire to waive the Piggy-Back Rights and related notice rights as provided herein with respect to the proposed Offering.

NOW, THEREFORE, it is hereby agreed as follows:

 

  1.

WAIVER OF NOTICE.

The Shareholders hereby waive any and all rights to notice under the A&R Registration Rights Agreement with respect to the proposed Offering.

 

  2.

WAIVER OF PIGGY-BACK RIGHTS.

The Shareholders hereby waive the Piggy-Back Rights and all other related or similar rights under the A&R Registration Rights Agreement with respect to the proposed Offering, including any and all rights to request the inclusion of any number of Registrable Securities in such proposed Offering or in any prospectus supplement to the Registration Statement relating to the proposed Offering.


  3.

MISCELLANEOUS.

This Piggy-Back Rights Waiver will expire and will be of no further force and effect if the Offering is not completed by March 31, 2023.

Except to the extent specifically waived hereunder, the provisions of the A&R Registration Rights Agreement and the rights granted thereunder shall not be amended, modified, impaired, or otherwise affected hereby.

This Piggy-Back Rights Waiver may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute the same Piggy-Back Rights Waiver. This Piggy-Back Rights Waiver is being signed by each of the undersigned with respect to all Shares held by such Shareholder, as a Shareholder and for all other purposes. This Piggy-Back Rights Waiver is irrevocable and shall be effective with respect to all Shareholders and all affiliates, successors, heirs, personal representatives and assigns thereof. This Piggy-Back Rights Waiver shall be governed by and construed in accordance with the internal laws of the State of Israel without reference to its principles of conflict of laws that would result in the application of the laws of any other jurisdiction.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the Company and each undersigned Shareholder have executed this Piggy-Back Rights Waiver as of the dates set forth below.

 

  COMPANY:     
  MEDIWOUND LTD.     
  By:  

/s/ Ofer Gonen

  By:   

/s/ Boaz Gur - Lavie

 

Name: Ofer Gonen

Title: CEO

Date: February 2, 2023

 

Name: Boaz Gur - Lavie

Title: CFO

Date: February 2, 2023

  CLAL LIFE SCIENCES LP   
  By:  

/s/ Assaf Segal

  By:   

/s/ Liat Nissan

 

Name: Assaf Segal

Title:

Date: February 2, 2023

 

Name: Liat Nissan

Title:

Date: February 2, 2023

  CLAL BIOTECHNOLOGY INDUSTRIES LTD.     
  By:  

/s/ Assaf Segal

  By:   

/s/ Liat Nissan

 

Name: Assaf Segal

Title:

Date: February 2, 2023

 

Name: Liat Nissan

Title:

Date: February 2, 2023

  L.R. RESEARCH & DEVELOPMENT LTD.   
  By:  

/s/ Lior Rosenberg

    
  Name: Lior Rosenberg   
  Title:   
  Date: February 2, 2023   
 

/s/ Lior Rosenberg

  
  LIOR ROSENBERG   
  Date: February 2, 2023   
EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Ordinary Shares, par value NIS 0.07 per share, beneficially owned by each of them, of MediWound Ltd., an Israeli corporation. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

Dated: February 13, 2023

 

ACCESS INDUSTRIES HOLDINGS LLC    By: Access Industries Management, LLC, its Manager
  

/s/ Alejandro Moreno

   Name: Alejandro Moreno
   Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT, LLC   

/s/ Alejandro Moreno

   Name: Alejandro Moreno
   Title: Executive Vice President
ACCESS INDUSTRIES, LLC    By: Access Industries Management, LLC, its Manager
  

/s/ Alejandro Moreno

   Name: Alejandro Moreno
   Title: Executive Vice President
CLAL INDUSTRIES LTD.   

/s/ Alon Heller

   Name: Alon Heller
   Title: VP Finance
  

/s/ Nufar Malovani

   Name: Nufar Malovani
   Title: VP General Counsel & Corporate Secretary

 

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CLAL BIOTECHNOLOGY INDUSTRIES LTD.    

/s/ Assaf Segal

  Name: Assaf Segal
    Title: CEO
   

/s/ Liat Nissan

    Name: Liat Nissan
    Title: VP Finance
CLAL LIFE SCIENCES L.P.    

/s/ Assaf Segal

    Name: Assaf Segal
    Title: Director
   

/s/ Liat Nissan

    Name: Liat Nissan
    Title: Director
     

*

    Name: Len Blavatnik

*   The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

    By:  

/s/ Alejandro Moreno

    Name: Alejandro Moreno
    Title: Attorney-in-Fact

 

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Annex A

Directors and Officers of Clal Biotechnology Industries Ltd.

 

Name

  

Principal Business/Occupation

  

Citizenship

Assaf Segal    Chief Executive Officer of CBI    Israel
Liat Nissan    VP Finance    Israel
Avi Fischer    Chairman of CBI; Chairman and Chief Executive Officer of Clal Industries Ltd., the controlling shareholder of CBI; Chairman of Claltech Investments (2016) LP; Chairman of Mashav Initiating and Development Ltd.; Chairman of Nesher Ltd.; Chairman of Clal Sun Ltd.    Israel
Yuval Yanai    Consulting and accompanying medical firms at Yuval Yanai Consulting and Management Ltd.    Israel
Prof. Gabi Barbash    Chairman of Nara Medical Center Ltd.; Chief Executive of Consilium Israel; Director, Bench to Bedside program, Weizmann Institute of Science, Israel    Israel
Prof. Gad Keren    Professor of Cardiology, Sackler School of Medicine, Tel Aviv University; Head of Cardiology department, Assuta    Israel
Sigalia Heifetz    Business consultant    Israel
Nufar Malovani    Vice President, General Counsel, Corporate Secretary and Human Resources Manager at Clal Industries Ltd.    Israel
Tomer Babai    Senior analyst at Clal Industries Ltd.; Vice President of Claltech Investments (2016) LP.    Israel

The address for each director and officer is c/o Clal Biotechnology Industries Ltd., 3 Azrieli Center Triangle Tower, 45 Floor, 132 Menachem Begin St. Tel Aviv 6702301, Israel.

 

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