As filed with the Securities and Exchange Commission on March 31, 2023

Registration No. 333-268297

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

to

FORM F-1

on FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

N/A

(Translation of Registrant’s name into English)

 

 

42 Hayarkon Street

Yavne 8122745, Israel

+972 (77) 971-4100

 (Address and telephone number of Registrant’s principal executive offices)

 

Puglisi & Associates
850 Library Avenue
Newark, Delaware 19711
(302) 738-6680

(Name, address, and telephone number of agent for service)

 

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Copies of all correspondence to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-268297)

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

 

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

 

On November 10, 2022, the registrant filed a Registration Statement on Form F-1 (Registration No. 333- 268297), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 25, 2023 (“Registration Statement”) and further amended by that certain Post-Effective Amendment No. 1 filed on March 16, 2023.

 

This Post-Effective Amendment No. 2 to Form F-1 on Form F-3 (“Post-Effective Amendment No. 2”) is being filed by MediWound Ltd. to convert the registration statement on Form F-1 into a registration statement on Form F-3 because the registrant is eligible to use Form F-3s. 

 

No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

 

SUBJECT TO COMPLETION, DATED MARCH 31, 2023

 

PROSPECTUS

 

 

MediWound Ltd.

 

4,021,880 Ordinary Shares

 

This prospectus relates to the resale by the selling shareholders named in this prospectus from time to time of up to 4,021,880 of our ordinary shares, par value NIS 0.07 per share. All numbers in this prospectus reflect the 1-for-7 reverse stock split that went into effect on December 20, 2022, with values rounded to the nearest whole share. These 4,021,880 ordinary shares consist of:

The Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Each purchaser represented that it was an “accredited investor” (as defined by Rule 501 under the Securities Act). We are registering the offer and resale of the Warrant Shares. For a description of the transaction pursuant to which this resale registration statement relates, please see “Prospectus Summary-Recent Developments-RD and PIPE Financings.”

 

Our registration of the ordinary shares covered by this prospectus does not mean that the selling shareholders will offer or sell any of such ordinary shares. The selling shareholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the ordinary shares covered by this prospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be used by the selling shareholders, you should refer to the section of this prospectus entitled “Plan of Distribution.”

 

We will not receive any of the proceeds from the sale of ordinary shares by the selling shareholders. However, we will receive proceeds from the exercise of the Warrants, if such securities are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.

 

Any ordinary shares subject to resale hereunder will have been issued by us and acquired by the selling shareholders prior to any resale of such shares pursuant to this prospectus.

 

No underwriter or other person has been engaged to facilitate the sale of the ordinary shares in this offering. We will bear all costs, expenses and fees in connection with the registration of the ordinary shares. The selling shareholders will bear all commissions and discounts, if any, attributable to their respective sales of our ordinary shares.

 

Our ordinary shares is traded on The Nasdaq Global Market under the symbol “MDWD.” On March 30, 2023, the reported sales price of our ordinary shares on The Nasdaq Global Market was $13.25 per share.

 

 

Neither the Securities and Exchange Commission, the Israel Securities Authority, nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is March 31, 2023.

TABLE OF CONTENTS

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling shareholders named herein may, from time to time, offer and sell or otherwise dispose of the ordinary shares covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

 

This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of ordinary shares are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

 

You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the selling shareholders have not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

 

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

 

Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 8 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

For investors outside the United States: We have not done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities described herein and the distribution of this prospectus outside the United States.

 

PRESENTATION OF FINANCIAL INFORMATION

We maintain our books and records in U.S. dollars and report under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. None of the consolidated financial statements incorporated by reference into this prospectus were prepared in accordance with generally accepted accounting principles in the United States.

The term “shekels,” “Israeli shekels” and “NIS” refer to New Israeli Shekels, the lawful currency of the State of Israel, the terms “dollar,” “US$,” or “$” refer to the United States dollars, the lawful currency of the United States and the terms “Euros” or “€” refer to Euros, the lawful currency of the Eurozone.

MARKET, INDUSTRY AND OTHER DATA

This prospectus, including the information incorporated by reference into this prospectus and any free writing prospectus that we have authorized for use in connection with this offering, contain estimates, projections and other information concerning our industry, our business and the markets for our product candidates, including data regarding total sales of products, the addressable market and patient population, their projected growth rates, the perceptions and preferences of patients and physicians regarding the disease indications that we are pursuing or may pursue, as well as data regarding market research, estimates and forecasts prepared by our senior management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See also “Special Note Regarding Forward-Looking Statements.”

 

	•	actual or anticipated variations in our and our competitors’ results of operations and financial condition;
	•	market acceptance of our products;
	•	general economic and market conditions and other factors, including factors unrelated to our operating performance;
	•	the mix of products that we sell and related services that we provide;

	•	changes in earnings estimates or recommendations by securities analysts, if our ordinary shares continue to be covered by analysts;
	•	publication of the results of preclinical or clinical trials for NexoBrid, EscharEx or any of our pipeline product candidates;
	•	failure by us to achieve a publicly announced milestone;
	•	delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products;
	•	development of technological innovations or new competitive products by others;
	•	announcements of technological innovations or new products by us;
	•	regulatory developments and the decisions of regulatory authorities as to the marketing of our current products or the approval or rejection of new or modified products;
	•	developments concerning intellectual property rights, including our involvement in litigation;
	•	changes in our expenditures to develop, acquire or license new products, technologies or businesses;
	•	changes in our expenditures to promote our products;
	•	changes in the structure of healthcare payment systems;
	•	our sale or proposed sale, or the sale by our significant shareholders, of our ordinary shares or other securities in the future;
	•	changes in key personnel;
	•	success or failure of our research and development projects or those of our competitors; and
	•	the trading volume of our ordinary shares.

	•	our commercialization, marketing and manufacturing capabilities and strategy and the ability of our marketing team to cover European regional burn centers and units;
	•	the timing and conduct of our trials of NexoBrid, EscharEx and our other pipeline product candidates, including statements regarding the timing, progress and results of current and future preclinical studies and clinical trials, and our research and development programs;
	•	the clinical utility, potential advantages and timing or likelihood of regulatory filings and approvals of EscharEx and our other pipeline products;
	•	our expectations regarding future growth, including our ability to develop new products;
	•	our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;

	•	anticipated funding under our contracts with the U.S. Biomedical Advanced Research and Development Authority;
	•	our ability to maintain adequate protection of our intellectual property;
	•	our estimates regarding the market opportunity for NexoBrid, EscharEx and our other pipeline products;
	•	our expectation regarding the duration of our inventory of intermediate drug substances and products;
	•	the impact of our research and development expenses as we continue developing product candidates; and
	•	the impact of government laws and regulations.

Name of Selling Shareholder		Number of ordinary shares owned prior to offering (1)				Maximum number of ordinary shares to be sold pursuant to this Prospectus				Number of ordinary shares owned in March 2023				Percentage of ordinary shares owned after offering
Deep Insight Limited Partnership (2)			816,794				816,794	(3)			551,225				9.47%
Israel Biotech Fund II, L.P. (4)			816,794				816,794	(5)			142,858				2.45%
New Era Capital Partners II, LP (6)			490,076				490,076	(7)			245,038				4.21%
Discount Capital Ltd (8)			457,404				457,404	(9)			228,702				3.93%
Armistice Capital Master Fund Ltd. (10)			540,817	(11)			326,531	(12)			214,286				3.68	%
Altium Growth Fund, LP (13)			357,616	(14)			190,379	(15)			0				*
Eric Shem-Tov			163,358				163,358	(16)			29,700				*
Investor Company ITF Rosalind Master Fund L.P. (17)			341,675	(18)			163,265	(19)			610,954				10.49	%
DAFNA Lifesciences L.P. (20)			308,164	(21)			154,082	(22)			63,422				1.09	%
Michael Vasinkevich (23)			79,829				79,829	(24)			0				*
DAFNA Lifescience Select LP (25)			100,000	(26)			50,000	(27)			194,231				3.33%
Sphera Biotech Master Fund (28)			97,960	(29)			48,980	(30)			48,980				*
Sphera Master Fund LP (31)			97,369	(32)			48,980	(33)			62,127				1.07%
Noam Rubinstein (23)			39,214				39,214	(34)			0				*
Nachum (Homi) Shamir			41,829	(35)			32,672	(36)			12,757				*
Lincoln Park Capital Fund, LLC (37)			55,142	(38)			28,571	(39)			0				*
Sphera Tech Master Fund (40)			38,411	(41)			24,490	(42)			39,887				*
Ofer Gonen			18,187	(43)			16,336	(44)			5,451				*
Masterplan Hedge Fund, Limited Partnership (45)			33,317	(46)			16,326	(47)			11,569				*
Intracoastal Capital, LLC (48)			14,286				14,286	(49)			0				*
David Fox			14,764	(50)			13,068	(51)			1,696				*
Lior Tamar Investment Ltd. (52)			8,163				8,163	(53)			5,131				*
Pareto Pharmaceutical Limited Partnership (54)			8,163				8,163	(55)			0				*
L.R. Research & Development Ltd. (trust for the benefit of Prof. Lior Rosenberg) (56)			293,830	(57)			7,024	(58)			294,006				5.05	%
Craig Schwabe (23)			4,202				4,202	(59)			0				*
Boaz Gur-Lavie			3,603	(60)			1,634	(61)			1,969				*
Charles Worthman (23)			1,245				1,245	(62)			0				*

(1)	For the purposes of this Selling Shareholders table, all values reflect the 1-for-7 reverse stock split that went into effect on December 20, 2023.

(2)	The shares are to be directly held by Deep Insight Limited Partnership, an Israeli limited partnership (“Deep Insight”). Deep Insight Fund GP Limited Partnership, an Israeli limited partnership (“Deep Insight GP LP”), is the sole general partner of Deep Insight, Deep Insight GP Ltd., an Israeli private company (“Deep Insight GP Company”), is the sole general partner of Deep Insight GP LP, and Deep Insight Management Ltd., an Israeli private company (“Deep Insight Management”), is the management company of Deep Insight GP LP. The shares may be deemed to be indirectly beneficially owned by (i) Deep Insight Fund GP LP, (ii) Deep Insight GP Company, (iii) Deep Insight Management, (iv) Barak Ben Eliezer, as holder of 50% of the outstanding shares of Deep Insight GP Company and managing partner of Deep Insight GP LP and (v) Eyal Kishon, as holder of 50% of the outstanding shares of Deep Insight GP Company and chairman of the board of directors of Deep Insight GP LP. Each of Barak Ben Elizer and Eyal Kishon disclaims beneficial ownership over these shares. The address of Deep Insight is c/o 2 Rachel Imeinu St., Modiin, Israel.
(3)	The shares that may be sold under this prospectus are comprised of (i) 408,397 Pre-Funded Warrant Shares and (ii) 408,397 Series A Warrant Shares.
(4)	The shares are to be directly held by Israel Biotech Fund II, L.P., a Cayman Islands exempted limited partnership (”IBF II”). Israel Biotech Fund GP Partners II, L.P, a Cayman Island exempted limited partnership (“IBF”), is the sole general partner of IBF II and I.B.F. Management, Ltd., an Israeli private company (“IBF Management”), is the sole general partner of IBF. The shares may be deemed to be indirectly beneficially owned by (i) IBF, (ii) IBF Management, (iii) David Sidransky, as a managing partner of IBF, (iii) Yuval Cabilly, as a managing partner of IBF and (iv) Ido Zairi, as a managing partner of IBF. Each of David Sidransky, Yuval Cabilly and Ido Zairi disclaims beneficial ownership over these shares. The address of IBF II is c/o 75 Fort Street, Clifton House, PO Box, 1350, KY1-1108, Grand Cayman, Cayman Islands.
(5)	The shares that may be sold under this prospectus are comprised of (i) 408,397 Pre-Funded Warrant Shares and (ii) 408,397 Series A Warrant Shares.
(6)	The shares are to be directly held by New Era Capital Partners II, LP (“New Era”), and may be deemed to be indirectly beneficially owned by (i) Ran Simha, as a Managing Partner of New Era, and (ii) Gideon Argov as a Managing Partner of New Era. The address of New Era is c/o 3 Rothschild Blvd., Tel-Aviv 6688106, Israel.
(7)	The shares that may be sold under this prospectus are comprised of (i) 245,038 Pre-Funded Warrant Shares and (ii) 245,038 Series A Warrant Shares.
(8)	The shares are to be directly held by Discount Capital Ltd, an Israeli company (“Discount Capital”), and may be deemed to be indirectly beneficially owned by Israel Discount Bank Ltd, an Israeli Company (“Discount Bank”) as Discount Capital is a wholly-owned subsidiary of Discount Bank. The address of Discount Capital is c/o 22 Rothschild Blvd., 18th floor, Tel Aviv, Israel.
(9)	The shares that may be sold under this prospectus are comprised of (i) 228,702 Pre-Funded Warrant Shares and (ii) 228,702 Series A Warrant Shares.
(10)	The shares are currently held or will be directly held by Armistice Capital Master Fund Ltd. (“Armistice Master Fund”), a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of Armistice Master Fund and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital disclaims beneficial ownership of the shares except to the extent of his respective pecuniary interests therein. The address of Armistice Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
(11)	These shares are comprised of (1) 214,286 ordinary shares and (2) 326,531 RD Warrant Shares.

(12)

The shares that may be sold under this prospectus are comprised of 326,531 RD Warrant Shares. Armistice Master Fund may not exercise the RD Warrants to the extent such exercise would cause Armistice Master Fund, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise.

(13)	Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP (“Altium Growth”), has voting and investment power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth. Each of Altium Growth and Jacob Gottlieb disclaims beneficial ownership over these securities. The principal address of Altium Capital Management, LP is c/o 152 West 57th Street, 20th Floor, New York, NY 10019
(14)	These shares are comprised of (1) 167,237 ordinary shares and (2) 190,379 RD Warrant Shares.
(15)	The shares that may be sold under this prospectus are comprised of 190,379 RD Warrant Shares. Altium Growth may not exercise the RD Warrants to the extent such exercise would cause Altium Growth, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise.
(16)	The shares that may be sold under this prospectus are comprised of (i) 81,679 Pre-Funded Warrant Shares and (ii) 81,679 Series A Warrant Shares.
(17)	The shares are currently held or will be directly held by Investor Company ITF Rosalind Master Fund L.P., a Cayman Islands partnership (“Rosalind Master Fund”), and may be deemed to be indirectly beneficially owned by (i) Steven Salamon, as Portfolio Manager of Rosalind Master fund and (ii) Gil Aharon, as Portfolio Manager of Rosalind Master Fund. Steven Salamon disclaims beneficial ownership over these shares. The address of Investor Company ITF Rosalind Master Fund is c/o TD Waterhouse, 77 Bloor Street West, 3rd Floor, Toronto, ON M5S 1M2.
(18)	These shares are comprised of (1) 178,410 ordinary shares and (2) 163,265 RD Warrant Shares.
(19)	The shares that may be sold under this prospectus are comprised of 163,265 RD Warrant Shares. Investor Company ITF Rosalind Master Fund may not exercise the RD Warrants to the extent such exercise would cause Rosalind Master Fund, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise.
(20)	DAFNA Capital Management LLC is the sole general partner of DAFNA LifeScience, LP (“DAFNA LifeScience”). The Chief Executive Officer and Chief Investment Officer of DAFNA Capital Management LLC are Dr. Nathan Fischel and Dr. Fariba Ghodsian, respectively. These individuals may be deemed to have shared voting and investment power of the shares held by DAFNA LifeScience. Each of Dr. Fischel and Dr. Fariba disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. The address of DAFNA Lifescience is c/o DAFNA Capital Management LLC, 10990 Wilshire Blvd., Suite 1400, Los Angeles, CA 90024.
(21)	These shares are comprised of (1) 154,082 ordinary shares and (2) 154,082 RD Warrant Shares.
(22)	The shares that may be sold under this prospectus are comprised of 154,082 RD Warrant Shares. DAFNA Lifescience may not exercise the RD Warrants to the extent such exercise would cause DAFNA Lifescience, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise.

(23)

The selling shareholder was issued compensation warrants as a designee of Wainwright in connection with the Offerings. Each of the selling shareholders is an associated person of Wainwright, a registered broker dealer and has a registered address of c/o H.C. Wainwright & Co. 430 Park Ave, 3rd Floor, New York, NY 10022, and has sole voting and dispositive power over the Wainwright Warrants held. The selling shareholder purchased the Wainwright Warrants in the ordinary course of business and, at the time the Wainwright Warrants were acquired, the selling shareholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. Each selling shareholder may not exercise the Wainwright Warrants to the extent such exercise would cause each selling shareholder, together with his affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise, or, upon notice to us, 9.99% of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such securities which have not been so exercised.

(24)	Consists of 79,829 Wainwright Warrant Shares.
(25)	DAFNA Capital Management LLC is the sole general partner of DAFNA LifeScience Select, LP (“DAFNA LifeScience Select). The Chief Executive Officer and Chief Investment Officer of DAFNA Capital Management LLC are Dr. Nathan Fischel and Dr. Fariba Ghodsian, respectively. These individuals may be deemed to have shared voting and investment power of the shares held by DAFNA LifeScience Select. Each of Dr. Fischel and Dr. Fariba disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein.The address of DAFNA Lifescience Select is c/o DAFNA Capital Management LLC, 10990 Wilshire Blvd., Suite 1400, Los Angeles, CA 90024.
(26)	These shares are comprised of (1) 50,000 ordinary shares and (2) 50,000 RD Warrant Shares.
(27)	The shares that may be sold under this prospectus are comprised of 50,000 RD Warrant Shares. DAFNA Lifescience Select may not exercise the RD Warrants to the extent such exercise would cause DAFNA Lifescience Select, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise.
(28)	The shares are current held or will be directly held by Sphera Biotech Master Fund, a Cayman Islands hedge fund (“Sphera Biotech”). Sphera Biotech is managed by Sphera Healthcare US Inc. (“Sphera Healthcare”). As such, these shares may be deemed to be indirectly beneficially owned by Doron Breen, as Portfolio Manager of Sphera Healthcare. The address of Sphera Biotech is c/o Tou Towers 4-6 Yitzhak Sade, Tel Aviv, Israel.
(29)	These shares are comprised of (1) 48,980 ordinary shares and (2) 48,980 RD Warrant Shares.
(30)	The shares that may be sold under this prospectus are comprised of 48,980 RD Warrant Shares.
(31)	The shares are current held or will be directly held by Sphera Master Fund LP, a British Virgin Island hedge fund (“Sphera Master”). Sphera Master is managed by Sphera Funds Management. As such, these shares may be deemed to be indirectly beneficially owned by Ron Senator, as Portfolio Manager of Sphera Funds Management. The address of Sphera Master is c/o Tou Towers 4-6 Yitzhak Sade, Tel Aviv, Israel.
(32)	These shares are comprised of (1) 49,389 ordinary shares and (2) 49,980 RD Warrant Shares.
(33)	The shares that may be sold under this prospectus are comprised of 49,980 RD Warrant Shares.
(34)	Consists of 39,214 Wainwright Warrant Shares.
(35)	These shares are comprised of (1) 9,157 ordinary shares, (2) 16,336 Pre-Funded Warrant Shares and (3) 16,336 Series A Warrant Shares.
(36)	The shares that may be sold under this prospectus are comprised of (i) 16,336 Pre-Funded Warrant Shares and (ii) 16,336 Series A Warrant Shares.
(37)	The shares are current held or will be directly held by Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln Park”). Joshua Scheinfeld and Jonathan Cope, the principals of Lincoln Park, are deemed to be beneficial owners of all the shares owned by Lincoln Park, each sharing voting and disposition power. The address of Lincoln Park is c/o 440 N. Wells St., Suite 410, Chicago, IL 60654.
(38)	These shares are comprised of (1) 26, 571 ordinary shares and (2) 28,571 RD Warrant Shares.
(39)	The shares that may be sold under this prospectus are comprised of 28,571 RD Warrant Shares. Lincoln Park may not exercise the RD Warrants to the extent such exercise would cause Lincoln Park, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise.

(40)	The shares are currently held or will be directly held by Sphera Tech Master Fund LP, a Cayman Islands hedge fund (“Sphera Tech”). Sphera Tech is managed by Sphera Funds Management. As such, these shares may be deemed to be indirectly beneficially owned by Ron Senator, as Portfolio Manager of Sphera Funds Management. The address of Sphera Tech is c/o Tou Towers 4-6 Yitzhak Sade, Tel Aviv, Israel.
(41)	These shares are comprised of (1) 13,921 ordinary shares and (2) 24,490 RD Warrant Shares.
(42)	The shares that may be sold under this prospectus are comprised of 24,490 RD Warrant Shares.
(43)	These shares are comprised of (1) 1,851 ordinary shares, (2) 8,168 Pre-Funded Warrant Shares and (3) 8,168 Series A Warrant Shares.
(44)	The shares that may be sold under this prospectus are comprised of (i) 8,168 Pre-Funded Warrant Shares and (ii) 8,168 Series A Warrant Shares.
(45)	The shares are current held or will be directly held Masterplan Hedge Fund Limited Partnership, an Israel limited partnership (“Masterplan”), and may be deemed to be indirectly beneficially owned by (i) Yoram Hadar, as Partner of Masterplan and (2) Sagi Fridman, as Partner of Masterplan. The address of Masterplan is c/o 2 Hayarkon St., Bnei Brak, c/o Hazavim Funds.
(46)	These shares are comprised of (1) 16,991 ordinary shares and (2) 16, 326 RD Warrant Shares.
(47)	The shares that may be sold under this prospectus are comprised of 16, 326 RD Warrant Shares.
(48)	Mitchell P. Kopin and Daniel B. Asher each of whom are managers of Intracoastal Capital, LLC (“Intracoastal”), share voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities reported herein that are held by Intracoastal. The address of Intracoastal is c/o 245 Palm Trail, Delray Beach, Florida 33483.
(49)	The shares that may be sold under this prospectus are comprised of 14,286 RD Warrant Shares.
(50)	These shares are comprised of (1) 1,696 ordinary shares, (2) 6,534 Pre-Funded Warrant Shares and (3) 6,534 Series A Warrant Shares.
(51)	The shares that may be sold under this prospectus are comprised of (i) 6,534 Pre-Funded Warrant Shares and (ii) 6,534 Series A Warrant Shares.
(52)	Shay Lior and Yossi Tamar, each of whom are Partners of Lior Tamar Investment Ltd., an Israel limited liability company (“Lior Tamar”), have shared voting and dispositive power over shares held by Lior Tamar. As a result, each of Shay Lior and Yossi Tamar may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares reported herein that are held by Lior Tamar. The address of Lior Tamar is c/o 132 Menachem Begin St., Tel Aviv, Israel.
(53)	The shares that may be sold under this prospectus are comprised of 8,163 RD Warrant Shares.
(54)	The shares are current held or will be directly held by Pareto Pharmaceutical L.P., a Cayman Islands limited partnership (“Pareto”), and may be deemed to be indirectly beneficially owned by (i) Ori Heshkovittz, as Portfolio Manager of Pareto and (ii) Daniel Alon, as Portfolio Manager of Pareto. The address of Pareto is c/o Ahad HaAm 14, Tel Aviv, Israel.
(55)	The shares that may be sold under this prospectus are comprised of 8,163 RD Warrant Shares.

(56)	The shares are current held or will be directly held by L.R. Research & Development Ltd. (trust for the benefit of Prof. Lior Rosenberg) (“L.R. Trust”), and may be deemed to be indirectly beneficially owned by Prof. Lior Rosenberg, as sole beneficiary of L.R. Trust.
(57)	These shares are comprised of (1) 286,806 ordinary shares, (2) 3,512 Pre-Funded Warrant Shares and (3) 3,512 Series A Warrant Shares.
(58)	The shares that may be sold under this prospectus are comprised of (i) 3,512 Pre-Funded Warrant Shares and (ii) 3,512 Series A Warrant Shares. L.R. Trust may not exercise the PIPE Warrants to the extent such exercise would cause L.R. Trust, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise, or, upon notice to us, 9.99% of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such securities which have not been so exercised.
(59)	Consists of 4,202 Wainwright Warrant Shares.
(60)	These shares are comprised of (1) 1,969 ordinary shares, (2) 817 Pre-Funded Warrant Shares and (3) 817 Series A Warrant Shares.
(61)	The shares that may be sold under this prospectus are comprised of (i) 817 Pre-Funded Warrant Shares and (ii) 817 Series A Warrant Shares.
(62)	Consists of 817 Wainwright Warrant Shares.

•

banks, financial institutions or insurance companies;

•

real estate investment trusts, regulated investment companies or grantor trusts;

•

dealers or traders in securities, commodities or currencies;

•

tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in Section 408 or 408A of the U.S. Internal Revenue Code (the “Code”), respectively;

•

certain former citizens or long-term residents of the United States;

•

persons that received our ordinary shares as compensation for the performance of services;

•

persons that will hold our ordinary shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the ordinary shares being taken into account in an applicable financial statement;

•

partnerships (including entities or arrangements classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or holders that will hold our ordinary shares through such an entity;

•

S corporations;

•

U.S. Holders (as defined below) whose “functional currency” is not the U.S. Dollar;

•

persons that are residents or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States; and

•

holders that own or have owned directly or indirectly or by attribution 10.0% or more of the voting power or value of our shares.

•

an individual that is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of the trust’s substantial decisions.

•

at least 75% of its gross income is “passive income”; or

•

at least 50% of the average quarterly value of its total gross assets (which may be determined in part by the market value of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of passive income.

SEC Registration Fee		$	4,359.00
Legal fees and expenses			*
Accountants’ fees and expenses			*
Printer Fees			*
Miscellaneous			*
TOTAL			*

	•	our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023; and
	•	the description of our ordinary shares contained under the heading “Item 1. Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A, as filed with the SEC on March 12, 2014, as updated by the description of our ordinary shares filed as Exhibit 2.1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2022.

	•	the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law prevailing in Israel;
	•	the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
	•	adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;
	•	the judgment is not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;
	•	the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
	•	an action between the same parties in the same matter was not pending in any Israeli court at the time at which the lawsuit was instituted in the foreign court; and
	•	the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.

	•	financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;
	•	reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary sanction; and
	•	reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent.

	•	a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
	•	a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and
	•	a financial liability imposed on the office holder in favor of a third party.

	•	a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
	•	a breach of duty of care committed intentionally or recklessly, excluding a breach arising solely out of the negligent conduct of the office holder;

	•	an act or omission committed with intent to derive illegal personal benefit; or
	•	a fine, civil fine, monetary sanction or forfeit levied against the office holder.

a)

The Exhibit Index is hereby incorporated herein by reference.

b)

Financial Statement Schedules.

a)

The undersigned Registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

5.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i.

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

ii.

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

6.

That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.

any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

7.

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

Exhibit No.		Description
4.1		Specimen Ordinary Share Certificate of MediWound Ltd. (filed as Exhibit 4.1 to Amendment No. 2 to the Registrant’s registration statement on Form F-1 (File No. 333-193856), filed with the SEC on March 3, 2014).
4.2		Amended and Restated Registration Rights Agreement by and among the Registrant and certain shareholders of the Registrant (furnished to the SEC on May 5, 2021 as Appendix B to the Registrant’s proxy statement for its 2021 annual general meeting of shareholders held on June 15, 2021 and attached as Exhibit 99.1 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. 001‑36349))
4.3		Information Rights Agreement by and between Clal Biotechnology Industries Ltd. and the Registrant (filed as Exhibit 3.3 to Amendment No. 2 to the Registrant’s registration statement on Form F-1 (File No. 333-193856), filed with the SEC on March 3, 2014)
4.4		Form of Registration Rights Agreement (filed as Exhibit 10.3 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349)
4.5		Founders and Shareholders Agreement, dated January 2001, by and among Clal Biotechnology Industries Ltd., L.R. R & D Ltd., Professor Lior Rosenberg and the Registrant (filed with the SEC on February 10, 2014 pursuant to the Registrant’s registration statement on Form F‑1 (File No. 333‑193856))
4.6		Form of Pre-Funded Warrant (filed as Exhibit 4.3 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349))
4.7		Form of Series A Warrant (filed as Exhibit 4.2 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349))
4.8		Form of RD Warrant (filed as Exhibit 4.1 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349))
4.9		Form of Wainwright Warrant (filed as Exhibit 4.4 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349))
4.10		Form of RD Securities Purchase Agreement, dated September 22, 2022, by and between the Company and the several purchasers listed on the signature pages thereto (filed as Exhibit 10.1 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349))
4.11		Form of PIPE Securities Purchase Agreement, dated September 22, 2022, by and between the Company and the several purchasers listed on the signature pages thereto (filed as Exhibit 10.2 to the Registrant’s report of foreign private issuer on Form 6‑K (File No. (001-36349))
5.1		Opinion of Meitar | Law Offices. (filed as Exhibit 5.1 to the Registrant’s registration statement on Form F‑1 (File No. 333‑268297).
23.1*		Consent of Somekh Chaikin, a member firm of KPMG International, an independent registered public accounting firm
23.2*		Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, an independent registered public accounting firm
23.3		Consent of Meitar | Law Offices. (included in Exhibit 5.1).
24.1*		Power of Attorney (contained in the signature page to this registration statement).
107*		Calculation of Filing Fee.

	MediWound Ltd.
	By:	/s/ Boaz Gur-Lavie
	Name:	Boaz Gur-Lavie
	Title:	Chief Financial Officer

Signature		Title
/s/ Ofer Gonen		Chief Executive Officer
Ofer Gonen		(principal executive officer)
/s/ Boaz Gur-Lavie		Chief Financial Officer
Boaz Gur-Lavie		(principal financial and principal accounting officer)
*		Chairman
Nachum (Homi) Shamir
*		Director
Stephen Wills
*		Director
Vickie Driver
*		Director
David Fox
*		Director
Sharon Kochan
*		Director
Sharon Malka
*		Director
Nissim Mashiach
*		Director
Assaf Segal

*	Signed by power of attorney conferred on Ofer Gonen under the Registration Statement

By:	/s/ Boaz Gur-Lavie
Name:	Boaz Gur-Lavie
Title:	Attorney-in-fact

	Puglisi & Associates
	By:	/s/ Donald J. Puglisi
		Name: Donald J. Puglisi
		Title: Managing Director

	/s/ KOST FORER GABBAY & KASIERER
March 31, 2023	KOST FORER GABBAY & KASIERER
Tel-Aviv, Israel	A Member of EY Global

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