| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 |
3. Issuer Name and Ticker or Trading Symbol
MediWound Ltd. [ MDWD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary shares | 22,137 | D | |
| Ordinary shares(1) | 35,714 | D | |
| Ordinary shares(2) | 11,784 | D | |
| Ordinary shares(3) | 8,500 | D | |
| Ordinary shares(4) | 8,900 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Warrants | 11/28/2022 | 11/28/2026 | Ordinary shares | 8,168 | 13.475 | D | |
| Stock Option (right to buy ordinary shares) | (5) | 06/07/2032 | Ordinary shares | 85,714 | 13.1425 | D | |
| Stock Option (right to buy ordinary shares) | (6) | 05/31/2033 | Ordinary shares | 86,000 | 11.885 | D | |
| Stock Option (right to buy ordinary shares) | (7) | 02/26/2034 | Ordinary shares | 94,273 | 12.729 | D | |
| Stock Option (right to buy ordinary shares) | (8) | 02/11/2035 | Ordinary shares | 68,000 | 18.54 | D | |
| Stock Option (right to buy ordinary shares) | (9) | 03/04/2036 | Ordinary shares | 71,000 | 17.6 | D | |
| Explanation of Responses: |
| 1. The ordinary shares reported in this row consist of shares underlying restricted share units ("RSUs") that were granted to the Reporting Person on June 7, 2022 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 2. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person on February 26, 2024 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 3. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person on February 11, 2025 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 4. The ordinary shares reported in this row consist of shares underlying RSUs that were granted to the Reporting Person on March 4, 2026 and vest in accordance with the following schedule: 25% of the RSUs vested upon the one-year anniversary of the grant date, and an additional 6.25% of the RSUs vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 5. The options reported in this row were granted to the Reporting Person on June 7, 2022 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 6. The options reported in this row were granted to the Reporting Person on May 31, 2023 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 7. The options reported in this row were granted to the Reporting Person on February 26, 2024 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 8. The options reported in this row were granted to the Reporting Person on February 11, 2025 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| 9. The options reported in this row were granted to the Reporting Person on March 4, 2026 and vest in accordance with the following schedule: 25% of the options vested upon the one-year anniversary of the grant date, and an additional 6.25% of the options vest equally on a quarterly basis over the following three years such that they will be fully vested on the four-year anniversary of the grant date. |
| /s/ Yaron Meyer, attorney-in-fact | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Yaron Meyer, Executive Vice
President, General Counsel & Corporate Secretary of MediWound Ltd. (the “Company”), with full power of substitution, signing individually,
the undersigned’s true and lawful attorney-in fact and agent to:
1. Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and
Exchange Commission (the “SEC”) Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) in the
undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;
3. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to
execute such Forms 3, 4, or 5, (including any amendments thereto) and timely file such forms with the SEC, and any stock exchange, self-regulatory association or similar authority; and
4. Take any other action of any nature whatsoever in connection with the foregoing that, in the opinion of such
attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, and his substitutes, in serving in such capacity at the request of the undersigned, is not assuming (nor is the Company assuming) any of the undersigned’s
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) as
to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March,
2026.
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By:
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/s/ Ofer Gonen
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Name:
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Ofer Gonen
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