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As filed with the Securities and Exchange Commission on March 5, 2026.

Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
MEDIWOUND LTD.
(Exact Name of Registrant as Specified in its charter)

Israel
(State or other jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification Number)
 
 
42 Hayarkon Street
Yavne, 8122745 Israel
(Address of Principal Executive Offices) (Zip Code)

MediWound Ltd. 2024 Share Incentive Plan
(Full title of the plan)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(Name and address of agent for service)

+1 (302) 738-6680
(Telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Yaron Meyer, Adv.
MediWound Ltd.
42 Hayarkon Street
Yavne 8122745, Israel
Telephone: +972 (77) 971-4100
Jonathan M. Nathan, Adv.
Meitar Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging Growth Company ☐
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨☐



EXPLANATORY NOTE
 
This Registration Statement on Form S-8 (this “Registration Statement”) registers the offer, issuance and sale of up to an additional 300,000 ordinary shares, par value 0.07 New Israeli Shekels (“NIS”) per share (“ordinary shares”), of MediWound Ltd. (“MediWound”, the “Company, the “Registrant”, “our company,” “we” or “us”) to MediWound’s and/or its subsidiaries’ employees, directors, officers, consultants, advisors and other service providers under the MediWound Ltd. 2024 Share Incentive Plan, as amended (the “2024 Plan”).

Pursuant to Instruction E of Form S-8, the contents of the Company’s registration statement on Form S-8, File No. 333-285897, filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2025, covering offers, issuances and sales of ordinary shares under the 2024 Plan, are incorporated herein by reference, and made a part of this Registration Statement, except as amended or supplemented by the information set forth below.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1. Plan Information.
 
The documents containing the information concerning the 2024 Plan required by Item 1 of this Registration Statement, and the statement of availability of registrant information and other information required by Item 2 of Form S-8, will be sent or given to persons eligible to participate in the 2024 Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). We will maintain a file of such documents in accordance with the provisions of Rule 428 and, upon request, will furnish to the Commission or its staff a copy or copies of documents included in such file. Pursuant to the instructions to Form S-8, these documents are not required to be and are not being filed either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute part of a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
Item 2. Registrant Information and Employee Plan Annual Information.
 
Any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this prospectus) and the other documents required to be delivered to participants in the 2024 Plan pursuant to Rule 428(b) under the Securities Act, will be available without charge to participants in the 2024 Plan upon written or oral request by contacting:
 
MediWound Ltd.
42 Hayarkon Street
Yavne, 8122745 Israel
Telephone: +972 (77) 971-4100
Attention: Yaron Meyer, Adv., Executive Vice President, General Counsel and Corporate Secretary

 
PART II 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
We hereby incorporate by reference herein the following documents (or portions thereof) that we have filed with or furnished to the Commission:
 
 
(a)
Our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on March 5, 2026 (the “2025 Form 20-F”).

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

 
(i)
January 12, 2026 (including the information, but excluding quotes of senior management of the Company, contained in the press release attached as Exhibit 99.1);

 
(ii)

 
(iii)
 
 
(c)
The description of our ordinary shares under “Item 1. Description of Registrant’s Securities to be Registered” in our registration statement on Form 8-A (Commission File No. 001-36349), filed with the Commission on March 12, 2014, as updated by Exhibit 2.1 to the 2025 Form 20-F, and any amendment or report filed for the purpose of further updating that description.
 
All other documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by us to the Commission, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.
 
Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

  
Item 8. Exhibits.
 
INDEX TO EXHIBITS
 
Exhibit Number
Description

*
Filed herewith.
 
 
(1)
Incorporated by reference to Exhibit 4.9 to the Registrant’s annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 19, 2025.
 
 
(2)
Incorporated by reference to Exhibit 1.1 to the Registrant’s annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 21, 2024.
 
(3)
Incorporated by reference to Exhibit 3.3 to the Registrant’s registration statement on Form F-1 (File No. 333-193856), filed with the SEC on March 3, 2014.


Item 9. Undertakings.

 
(a)
The 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 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 SEC 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) and (a)(1)(ii) 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 SEC by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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.
 
 
(b)
The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Yavne, Israel, on March 5, 2026.
 
 
MEDIWOUND LTD.
 
By: /s/ Hani Luxenburg
Name: Hani Luxenburg
Title: Chief Financial Officer

POWER OF ATTORNEY AND SIGNATURES
 
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of MediWound Ltd., an Israeli company, do hereby constitute and appoint Ofer Gonen, Chief Executive Officer, and Hani Luxenburg, Chief Financial Officer, and each of them singly (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with this Registration Statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the date indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Ofer Gonen
 
Chief Executive Officer
 
March 5, 2026
Ofer Gonen
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Hani Luxenburg
 
Chief Financial Officer
 
March 5, 2026
Hani Luxenburg
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
/s/ Nachum Shamir
 
Chairman of the Board of Directors
 
March 5, 2026
Nachum (Homi) Shamir
 
 
 
 
 
 
 
 
 
/s/ Vickie R Driver
 
Director
 
March 5, 2026
Vickie R. Driver
 
 
 
 
 
 
 
 
 
/s/ David Fox
 
Director
 
March 5, 2026
David Fox
 
 
 
 
 
 
 
 
 
/s/ Shmuel (Milky) Rubinstein
 
Director
 
March 5, 2026
Shmuel (Milky) Rubinstein
 
 
 
 
 
 
 
 
 
/s/ Stephen T. Wills
 
Director
 
March 5, 2026
Stephen T. Wills
 
 
 
 
 
 
 
 
 
Puglisi & Associates
 
Authorized Representative in the United States
 
 
 
 
 
 
 
By: /s/ Donald J. Puglisi
 
 
 
 
Name: Donald J. Puglisi
Title: Managing Director

Date: March 5, 2026
 
 
 
 



Exhibit 4.1.2


Amendment No. 1 to
Mediwound Ltd.
2024 Share Incentive Plan
 
Section 5.1 of the Mediwound Ltd. 2024 Share Incentive Plan is hereby amended and restated in its entirety as follows:
 
“5.1.  The maximum aggregate number of Shares that may be issued pursuant to Awards under this Plan (the “Pool”) shall be 580,375, subject to adjustment as provided in Section 14.1. Notwithstanding the foregoing, the total number of Shares that may be issued pursuant to Incentive Stock Options granted under this Plan shall be 580,375, subject to adjustment as provided in Section 14.1. The Board may, at its discretion, reduce the number of Shares that may be issued pursuant to Awards under this Plan, at any time (provided that such reduction does not derogate from any issuance of Shares in respect Awards then outstanding).”



Exhibit 5.1

MediWound Ltd.
42 Hayarkon Street
Yavne, 8122745, Israel

March 5, 2026

Re: Registration Statement on Form S-8
 
Ladies and Gentlemen:
 
We have acted as Israeli counsel to MediWound Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) covering up to 300,000 ordinary shares of the Company, par value New Israeli Shekel 0.07 per share (the “Shares”), that may be offered, issued and sold under the MediWound Ltd. 2024 Share Incentive Plan, as amended (the “Plan”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company’s Articles of Association (as amended), and such other agreements, certificates, resolutions, minutes and other statements of corporate officers and other representatives of the Company and others and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion.
 
In rendering an opinion on the matters hereinafter set forth, we have assumed the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, the genuineness of all signatures and the due authenticity of all persons executing such documents. We have assumed the same to have been properly given and to be accurate. We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Company’s Articles of Association (as amended) and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares (which may consist, in part or in full, of services performed for the Company).
 
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
 
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, when issued and paid for, will be validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
 
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
 
 
Very truly yours,
 
/s/ Meitar Law Offices
Meitar | Law Offices



Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
We consent to the use of our report dated March 5, 2026, with respect to the consolidated financial statements of MediWound Ltd. and the effectiveness of internal control over financial reporting, incorporated herein by reference.
 
/s/ Somekh Chaikin
Member Firm of KPMG International

Tel Aviv, Israel
March 5, 2026

 

Filing Fee Exhibit
S-8 EX-FILING FEES 0001593984 Fees to be Paid N/A 0001593984 1 2026-03-05 2026-03-05 0001593984 2026-03-05 2026-03-05 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

MediWound Ltd

Table 1: Newly Registered Securities

                                       
Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                       
Equity   Ordinary Shares, par value NIS 0.07 per share ("ordinary shares")   (1)   Other   300,000   $ 17.38   $ 5,214,000.00   0.0001381   $ 720.06
                                       
Total Offering Amounts:   $ 5,214,000.00         720.06
Total Fee Offsets:               0.00
Net Fee Due:             $ 720.06

 

__________________________________________
Offering Note(s)

(1) 1,In accordance with Rule 416(a) under the Securities Act of 1933, as amended ("Securities Act"), this registration statement shall be deemed to cover such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions pursuant to the terms of the MediWound Ltd. 2024 Share Incentive Plan, as amended (the “2024 Plan”).
2.Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of $17.38 per share, which represents the average of the high ($17.54) and low ($17.21) prices of the ordinary shares as reported on the Nasdaq Global Market on February 27, 2026.
3.Represents ordinary shares available for issuance pursuant to potential future grants under the 2024 Plan.