Website Notice Block
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-230490
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 22, 2019)
Up to $15,000,000
Ordinary Shares
We have entered into an Open Market Sale AgreementSM, or
the Sale Agreement, with Jefferies LLC, or Jefferies, dated February 25, 2020, relating to our ordinary shares, par value NIS 0.01 per share, offered by this prospectus supplement and the accompanying prospectus. Under this prospectus supplement,
we may offer and sell our ordinary shares having an aggregate offering price of up to $15.0 million from time to time through Jefferies, acting as our agent.
Sales of our ordinary shares, if any, under this prospectus supplement
and the accompanying prospectus may be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Jefferies is not required
to sell any specific number or dollar amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies and us. There is no
arrangement for funds to be received in any escrow, trust or similar arrangement.
Jefferies will be entitled to compensation under the terms of the Sale
Agreement at a commission rate of 3.0% of the gross sales price per share sold. See “Plan of Distribution” beginning on page S-8 for additional information regarding the compensation to be paid to Jefferies. In connection with the sale of our
ordinary shares on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide
indemnification and contribution to Jefferies with respect to certain liabilities, including civil liabilities under the Securities Act.
Our ordinary shares are traded on The Nasdaq Global Market under the
symbol “MDWD.” On February 24, 2020, the last reported sale price of our ordinary shares was $2.92 per share. The aggregate market value of our outstanding ordinary shares held by non-affiliates is approximately $45.27 million, based on 27,202,795
ordinary shares outstanding, of which 15,503,890 ordinary shares were held by non-affiliates, as of February 24, 2020, and a per share price of $2.92 based on the closing sale price of our ordinary shares on February 24, 2020. Pursuant to General
Instruction I.B.5 of Form F-3, in no event will we sell securities pursuant to the registration statement (of which this prospectus supplement forms a part) with a value more than one-third of the aggregate market value of our ordinary shares held
by non-affiliates in any 12-month period, so long as the aggregate market value of our ordinary shares held by non-affiliates is less than $75.0 million. We have not sold any securities pursuant to General Instruction I.B.5. of Form F-3 during the
prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement.
Investing in our ordinary shares involves a high
degree of risk. Before making an investment decision, you should carefully consider all of the information set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein. You
should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement and under similar headings in the other documents that are incorporated by reference into this
prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
Jefferies
The date of this prospectus supplement is February 25, 2020.
PROSPECTUS SUPPLEMENT
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PROSPECTUS
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S - i
This prospectus supplement and the accompanying prospectus are part of
a “shelf” registration statement on Form F-3 (File No. 333-230490) that we initially filed with the Securities and Exchange Commission, or the SEC, on March 25, 2019, and that was declared effective by the SEC on April 22, 2019. This document is in
two parts. The first part is this prospectus supplement, which describes the terms of this offering of our ordinary shares and adds to and updates the information contained in the accompanying prospectus and the documents incorporated or deemed to
be incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer to
this prospectus, we are referring to both parts of this document combined. If the description of the offering varies between this prospectus supplement and the accompanying prospectus or the documents incorporated by reference herein or therein
filed prior to the date of this prospectus supplement, you should rely on the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another document having a
later date — for example, a document incorporated by reference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.
This prospectus supplement and the accompanying prospectus relate to
the offering of our ordinary shares. Before buying any of the ordinary shares offered hereby, we urge you to read carefully this prospectus supplement and the accompanying prospectus, together with the information incorporated herein by reference
as described below under the heading “Incorporation of Certain Documents by Reference.” This prospectus supplement contains information about the ordinary shares offered hereby and may add to, update or change information in the accompanying
prospectus.
You should rely only on the information contained in, or incorporated
by reference into, this prospectus supplement and the accompanying prospectus. We have not, and Jefferies has not, authorized anyone to provide you with different or additional information.
We are not making offers to sell or solicitations to buy our ordinary
shares in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should
assume that the information in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the respective document and that any information that we have incorporated by reference is accurate only as of
the date of the document incorporated by reference in this prospectus supplement or the accompanying prospectus, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or the time of any sale of a security.
This prospectus supplement and the accompanying prospectus contain
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be filed or will be incorporated in this prospectus supplement and the accompanying prospectus by reference as exhibits to the registration statement, and you may obtain copies of those
documents as described below under the section entitled “Where You Can Find More Information.”
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 supplement and the accompanying 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.
Solely for convenience, the trademarks, service marks
and trade names referred to or incorporated by reference in this prospectus supplement and the
accompanying prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to
these trademarks, service marks and trade names. This prospectus supplement and the accompanying prospectus contain additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks,
service marks and trade names appearing in this prospectus supplement and the accompanying prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service
marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Unless otherwise mentioned or unless the context requires otherwise,
all references in this prospectus supplement and the accompanying prospectus to “MediWound,” “we,” “us,” “our,” “the Company” and similar designations refer to MediWound Ltd. and its subsidiaries.
S - ii
This prospectus supplement and the accompanying prospectus contain and
incorporate by reference statistics and other data relating to markets, market sizes and other industry data pertaining to our business that we have obtained from industry publications and surveys and other information available to us. Industry
publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of
actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should
be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by
different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included or incorporated by reference in this prospectus supplement and the accompanying prospectus should be viewed with
caution. We believe that information from these industry publications included in this prospectus supplement and the accompanying prospectus is reliable.
S - iii
This summary highlights certain information about us, this offering and selected information contained
elsewhere in or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in
our ordinary shares. For a more complete understanding of our company and this offering, we encourage you to read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus, including
the information incorporated by reference in this prospectus supplement and the accompanying prospectus, and the information included in any free writing prospectus that we have authorized for use in connection with this offering, including
the information under the heading “Risk Factors” in this prospectus supplement on page S-3 and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.
Our Company
We are a fully integrated biopharmaceutical company focused on developing, manufacturing and commercializing
novel therapeutics products based on our patented proteolytic enzyme technology to address unmet needs in the fields of severe burns, and chronic and other hard-to-heal wounds.
Our first innovative biopharmaceutical product, NexoBrid, demonstrated in clinical trials, with statistical
significance, the ability to non-surgically and rapidly remove the eschar earlier and without harming viable tissue. The product has received marketing authorization from the European Medicines Agency as well as the Israeli, Argentinian,
South Korean, Russian and Peruvian Ministries of Health. Our second innovative product, EscharEx, is a topical biological drug for the debridement of chronic and other hard-to-heal wounds using the same proteolytic enzyme technology as
NexoBrid. In two Phase 2 studies, EscharEx has demonstrated safety and efficacy in the debridement of chronic and other hard-to-heal wounds, within a few daily applications.
In addition, we are currently developing additional product candidates, such as MWPC003, for other
indications based on the same patented proteolytic enzyme technology that underlies NexoBrid and EscharEx.
Corporate Information
We are incorporated under the laws of the State of Israel. Our principal executive offices are located at 42
Hayarkon Street, Yavne 8122745, Israel, and our telephone number is +972 (77) 971-4100. Our website address is www.MediWound.com. Information contained on, or that can be accessed through, our website does not constitute a part of this
prospectus and is not incorporated by reference herein. We have included our website address in this prospectus solely for informational purposes. We have irrevocably appointed Puglisi & Associates as our agent to receive service of
process in any action against us in any United States federal or state court. The address of Puglisi & Associates is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
Implications of Being a Foreign Private Issuer
We are no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012
as of January 1, 2020, and therefore we may not take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our
independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and reduced financial reporting requirements.
Although we no longer qualify as an emerging growth company, we are a foreign private issuer, and for so
long as we qualify as a foreign private issuer under the Securities Exchange Act of 1934, or the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
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the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
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the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
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the rules under the Exchange Act requiring filing with the SEC of quarterly periodic reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of
specified significant events.
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Foreign private issuers also are exempt from certain more stringent executive compensation disclosure rules.
Thus, for so long as we remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are not foreign private issuers.
S - 1
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THE OFFERING
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Ordinary shares offered by us
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Our ordinary shares, par value NIS 0.01 per share,
having an aggregate offering price of up to $15.0 million.
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Ordinary shares to be outstanding following the offering
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Up to 5,136,986 shares (as more fully described in the notes following this table), assuming sales of 5,136,986 ordinary shares in this offering at an offering price of $2.92 per
share, which was the last reported sale price of our ordinary shares on The Nasdaq Global Market on February 24, 2020. The actual number of shares issued will vary depending on the sales price under this offering.
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Plan of Distribution
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“At the market offering” that may be made from time to time through our sales agent, Jefferies LLC. See “Plan of Distribution.”
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Use of Proceeds
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We currently intend to use the net proceeds from this offering for research and development related purposes in connection with our product candidates and general corporate purposes.
See “Use of Proceeds.”
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Risk Factors
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Investing in our ordinary shares involves significant risks. See “Risk Factors” on page S‑3 of this prospectus supplement, and under similar headings in other documents incorporated
by reference into this prospectus supplement and the accompanying prospectus.
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Nasdaq Global Market symbol
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“MDWD”
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Unless otherwise indicated, the number
of ordinary shares to be outstanding after this offering is based on 27,202,795 ordinary shares issued and outstanding as of December 31, 2019, and excludes the following:
• 960,932 ordinary shares issuable upon the exercise of options to purchase ordinary shares outstanding under our 2003 Israeli Share Option Plan, at a weighted average
exercise price of $12.39 per ordinary share;
• 1,373,500 ordinary shares issuable upon the exercise of options to purchase ordinary shares outstanding under our 2014 Equity Incentive Plan as of December 31,
2019, at a weighted average exercise price of $6.93 per ordinary share; and
• 108,544 ordinary shares issuable upon the vesting and settlement of restricted share units outstanding under our 2014 Equity Incentive Plan as of December 31, 2019.
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S - 2
An investment in our securities involves a high
degree of risk. Our business, financial condition or results of operations could be adversely affected by any of these risks. You should carefully consider the risk factors discussed below and the risk factors under the caption “Item 3: Key
Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019, and in any other filing that we make with the SEC subsequent to the date of this prospectus supplement that is incorporated herein by reference,
before making your investment decision. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.
Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, business prospects,
financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below
entitled “Forward-Looking Statements.”
Risks Related to the Offering and Our Ordinary Shares
Our management and board of directors will have broad discretion as
to the use of the net proceeds from this offering, and we may not use them effectively.
We intend to use the net proceeds from this offering for research
and development related purposes in connection with our product candidates and for general corporate purposes. However, our management and board of directors will have broad discretion in the application of the net proceeds from this offering,
and you will be relying on their judgment regarding the application of these proceeds, which can be different from that contemplated at the time of this offering. Our management and board of directors could spend the proceeds in ways that do not
improve our results of operations or enhance the value of our ordinary shares. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our products and cause the price of our
ordinary shares to decline.
You will experience immediate and substantial dilution in the book
value per ordinary share you purchase.
The offering price per share in this offering may exceed the net
tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 5,136,986 ordinary shares are sold during the term of the Sale Agreement with Jefferies, at a price of $2.92 per share (the
last reported sale price of our ordinary shares on The Nasdaq Global Market on February 24, 2020), for aggregate gross proceeds of approximately $15.0 million, and after deducting commissions and estimated offering expenses payable by us, you
will experience immediate dilution of $2.02 per share, representing the difference between the assumed offering price per share and our as adjusted net tangible book value per share as of December 31, 2019 after giving effect to this offering. If
holders of outstanding options to acquire our ordinary shares exercise those options at prices below the public offering price per share, and upon vesting of outstanding restricted share units that we have granted, you will experience further
dilution. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering.
A large number of shares may be sold in the market following this
offering, which may depress the market price of our ordinary shares.
All of our ordinary shares sold in the offering will be freely
tradable without restriction or further registration under the Securities Act. As a result, a substantial number of our ordinary shares may be sold in the public market following this offering, which may cause the market price of our ordinary
shares to decline. This could make it more difficult for you to sell your ordinary shares at a time and price that you deem appropriate and could impair our ability to raise capital through the sale of additional equity securities.
You may experience further dilution as a result of future equity
offerings.
To raise additional capital, we may in the future offer additional
ordinary shares or other securities convertible into or exchangeable for our ordinary shares at prices that may not be the same as the price per share in this offering. We may sell ordinary shares or other securities in any other offering at a
price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell
additional ordinary shares, or securities convertible or exchangeable into ordinary shares, in future transactions may be higher or lower than the price per share paid by investors in this offering.
The actual number of ordinary shares we will issue under the Sale
Agreement, at any one time or in total, is uncertain.
Subject to certain limitations in the Sale Agreement and compliance
with applicable law, we have the discretion to deliver an issuance notice to Jefferies at any time during the term of the Sale Agreement. Because the number of shares that are sold by Jefferies after delivery of the issuance notice to Jefferies
will fluctuate based on the market price of the ordinary shares during the sales period and any limits we set with Jefferies, it is not possible at this stage to predict the number of ordinary shares that will ultimately be issued.
S - 3
We make forward-looking statements in this prospectus supplement, the
accompanying prospectus and the other documents we have filed with the SEC that are incorporated herein and therein by reference, that are subject to risks and uncertainties. These forward-looking statements include information about possible or
assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,”
“anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Forward-looking statements are based on information we have when those statements are made or our management’s
good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Important factors that could cause such differences include, but are not limited to:
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the timing and conduct of our trials of NexoBrid, EscharEx and our 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;
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the clinical utility, potential advantages and timing or likelihood of regulatory filings and approvals of NexoBrid, EscharEx and our pipeline product candidates;
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our plans to develop and commercialize NexoBrid, EscharEx and our pipeline product candidates;
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our estimates regarding expenses, future revenues, capital requirements and the need for additional financing;
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anticipated funding under our contracts with the U.S. Biomedical Advanced Research and Development Authority;
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our expectations regarding future growth, including our ability to develop new products;
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our commercialization, marketing and manufacturing capabilities and strategy and the ability of our marketing team to cover regional burn centers and units;
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our ability to maintain adequate protection of our intellectual property;
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our estimates regarding the market opportunity for NexoBrid, EscharEx and our pipeline product candidates;
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our expectation regarding the duration of our inventory of intermediate drug substance and products;
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the impact of our research and development expenses as we continue developing product candidates; and
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the impact of government laws and regulations.
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You should review carefully the risks and uncertainties described
under the heading “Risk Factors” in this prospectus supplement and in the accompanying prospectus, and under the heading “Risk Factors” in our most recent Annual Report on Form 20‑F and in our other filings with the SEC that are incorporated by
reference in this prospectus supplement and the accompanying prospectus, for a discussion of these and other risks that relate to our business and investing in our ordinary shares. The forward-looking statements contained in this prospectus
supplement, the accompanying prospectus and the other documents we have filed with the SEC that are incorporated herein and therein by reference are expressly qualified in their entirety by this cautionary statement. Except as required by law, we
undertake no obligation to update publicly any forward-looking statements after the date of this prospectus supplement to conform these statements to actual results or to changes in our expectations.
S - 4
The table below sets forth our capitalization and indebtedness as of
December 31, 2019 as derived from our financial statements, which are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board:
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on an actual basis; and
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on an as adjusted basis to reflect the issuance and sale of an aggregate of 5,136,986 ordinary shares in this offering at an assumed offering price of $2.92 per share (the last reported sale price of our ordinary shares on The Nasdaq Global Market on
February 24, 2020) for aggregate gross proceeds of approximately $15.0 million, after deducting commissions and estimated offering expenses payable by us.
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The information in this table should be read in conjunction with the
financial statements and notes thereto and other financial information incorporated by reference into this prospectus supplement.
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As of December 31, 2019
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Actual
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As Adjusted
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Cash and cash equivalents
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$
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29,458
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$
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43,858 |
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Shareholders’ equity
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Ordinary shares, par value NIS 0.01 per share; 50,000,000 shares authorized and 27,202,795 shares issued and outstanding, actual; 50,000,000 shares authorized and 32,339,781 issued and
outstanding, as adjusted
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$
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75 |
$ | 90 |
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Share premium
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$
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140,871 |
$
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155,256 |
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Foreign currency translation adjustments
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$
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(17
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$
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Accumulated deficit
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$
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Total shareholders’ equity
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$
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15,169
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$
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29,569 |
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Total capitalization
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$
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$
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54,990 |
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The above table is based on 27,202,795 ordinary shares issued and
outstanding as of December 31, 2019, and excludes the following:
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960,932 ordinary shares issuable upon the exercise of options to purchase ordinary shares
outstanding under our 2003 Israeli Share Option Plan, at a weighted average exercise price of $12.39 per ordinary share;
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1,373,500 ordinary shares issuable upon the exercise of options to purchase ordinary
shares outstanding under our 2014 Equity Incentive Plan as of December 31, 2019, at a weighted average exercise price of $6.93 per ordinary share; and
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108,544 ordinary shares issuable upon the vesting and settlement of restricted share units
outstanding under our 2014 Equity Incentive Plan as of December 31, 2019.
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S - 5
We may issue and sell our ordinary shares having aggregate sales
proceeds of up to $15.0 million from time to time. The amount of proceeds from this offering will depend upon the number of ordinary shares sold and the market price at which they are sold. Because there is no minimum offering amount required as
a condition of this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will be able to sell any shares under or fully utilize the Sale
Agreement with Jefferies as a source of financing.
We intend to use the net proceeds from the sale of the securities
offered under this prospectus supplement for research and development related purposes in connection with our product candidates and general corporate purposes.
Although we have identified some potential uses of the net proceeds
to be received upon completion of this offering, we cannot specify those uses with certainty. Our management and board of directors will have broad discretion in the application of the net proceeds from this offering and could use them for
purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which we choose to allocate and spend the net proceeds. Moreover, we may use the net proceeds for corporate purposes that may
not result in our being profitable or increase our market value.
Until we use the net proceeds of this offering, we intend to deploy
the funds in either (i) cash and cash equivalents or (ii) short-term, investment grade, interest-bearing instruments, consistent with our investment policy.
S - 6
If you invest in our ordinary shares in this offering, your interest
will be diluted immediately to the extent of the difference between the public offering price per share and the as-adjusted net tangible book value per share of our ordinary shares after this offering. We calculate net tangible book value per
ordinary share by subtracting our liabilities from our tangible assets and dividing the difference by the number of ordinary shares outstanding at a given date.
Our net tangible book value as of December 31, 2019 was approximately
$14.7 million, or $0.54 per share.
After giving effect to the issuance and sale of ordinary shares having
an aggregate offering price of up to $15.0 million in this offering at an assumed public offering price of $2.92 per share (the last reported sale price of our ordinary shares on The Nasdaq Global Market on February 24, 2020), and after deducting
commissions and estimated offering expenses payable by us, our as‑adjusted net tangible book value as of December 31, 2019 would have been approximately $29.1 million, or $0.90 per ordinary share. This represents an immediate increase in net
tangible book value of $0.36 per share to our existing shareholders and immediate dilution in net tangible book value of $2.02 per share to investors participating in this offering, as illustrated by the following table:
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Assumed offering price per ordinary share
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$
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2.92 |
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Net tangible book value per share as of December 31, 2019
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$
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0.54
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Increase in net tangible book value per share attributable to this offering
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$
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0.36
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As adjusted net tangible book value per share as of December 31, 2019, after giving effect to this offering
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$
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0.90 |
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Dilution per share to investors participating in this offering
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$ | 2.02 |
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The table above assumes for illustrative purposes that an aggregate of
5,136,986 of our ordinary shares are issued and sold at a price of $2.92 per share (the last reported sale price of our ordinary shares on The Nasdaq Global Market on February 24, 2020), for aggregate gross proceeds of approximately $15.0 million.
The shares issued and sold in this offering, if any, will be sold from time to time at various prices.
The above discussion and table are based on 27,202,795 ordinary shares
issued and outstanding as of December 31, 2019, and excludes the following:
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960,932 ordinary shares issuable upon the exercise of options to purchase ordinary shares
outstanding under our 2003 Israeli Share Option Plan, at a weighted average exercise price of $12.39 per ordinary share;
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1,373,500 ordinary shares issuable upon the exercise of options to purchase ordinary
shares outstanding under our 2014 Equity Incentive Plan as of December 31, 2019, at a weighted average exercise price of $6.93 per ordinary share; and
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108,544 ordinary shares issuable upon the vesting of restricted share units outstanding
under our 2014 Equity Incentive Plan as of December 31, 2019.
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To the extent that any of these outstanding options are exercised or
we issue additional shares under our equity incentive plans, there will be further dilution to new investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have
sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our
shareholders.
S - 7
We have entered into the Sale Agreement with Jefferies, under which we
may offer and sell up to $15,000,000 of our ordinary shares from time to time through Jefferies acting as agent. Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus will be made by any method that
is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.
Each time we wish to issue and sell ordinary shares under the Sale
Agreement, we will notify Jefferies of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be
made. Once we have so instructed Jefferies, unless Jefferies declines to accept the terms of such notice, Jefferies has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up
to the amount specified on such terms. The obligations of Jefferies under the Sale Agreement to sell our ordinary shares are subject to a number of conditions that we must meet.
The settlement of sales of shares between us and Jefferies is
generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our ordinary shares as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust
Company or by such other means as we and Jefferies may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay Jefferies a commission equal to 3.0% of the aggregate
gross proceeds we receive from the sale of our ordinary shares pursuant to this prospectus supplement and the Sale Agreement. Because there is no minimum offering amount required as a condition to close this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse Jefferies for the fees and disbursement of its counsel, payable upon execution of the Sale Agreement, in an amount
not to exceed $50,000. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to Jefferies under the terms of the Sale Agreement, will be approximately $150,000. The remaining sale proceeds,
after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.
Jefferies will provide written confirmation to us before the open on
The Nasdaq Global Market on the day following each day on which ordinary shares are sold under the Sale Agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the proceeds to
us.
In connection with the sale of the ordinary shares on our behalf,
Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have agreed to indemnify Jefferies against certain civil
liabilities, including liabilities under the Securities Act. We have also agreed to contribute to payments Jefferies may be required to make in respect of such liabilities under certain circumstances as set forth in the Sale Agreement.
The offering of our ordinary shares pursuant to the Sale Agreement
will terminate upon the earliest of (i) the sale of all ordinary shares subject to the Sale Agreement and (ii) the termination of the Sale Agreement as permitted therein. We and Jefferies may each terminate the Sale Agreement at any time upon ten
(10) calendar days’ prior notice.
This summary of the material provisions of the Sale Agreement does not
purport to be a complete statement of its terms and conditions. A copy of the Sale Agreement is filed as an exhibit to a report on Form 6-K filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and incorporated by
reference in this prospectus supplement.
Jefferies and its affiliates may in the future provide various
investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Jefferies may actively trade our
securities for its own account or for the accounts of customers, and, accordingly, Jefferies may at any time hold long or short positions in such securities.
A prospectus supplement and the accompanying prospectus in electronic
format may be made available on a website maintained by Jefferies, and Jefferies may distribute the prospectus supplement and the accompanying prospectus electronically.
The address of Jefferies is 520 Madison Avenue, New York, New York
10022.
This document does not constitute a prospectus under the Israeli
Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority.
S - 8
Certain legal matters with respect to Israeli law and with respect to
the validity of the offered securities under Israeli law will be passed upon for us by Meitar Law Offices, Ramat Gan, Israel. Certain legal matters with respect to U.S. law will be passed upon for us by Latham & Watkins LLP, New York, New York.
Jefferies LLC is being represented in connection with this offering by Cooley LLP, New York, New York, for certain United States legal matters, and Gornitzky & Co., Tel Aviv, Israel, for certain Israeli legal matters.
The financial statements incorporated in this prospectus by
reference to our Annual Report on Form 20-F for the year ended December 31, 2019 have been so incorporated in reliance on the report of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, an independent registered
public accounting firm, given on the authority of said firm as experts in auditing and accounting.
We have filed with the SEC a registration statement on Form F-3
under the Securities Act (File No. 333‑230490) with respect to the securities offered by this prospectus supplement. However, as is permitted by the rules and regulations of the SEC, this prospectus supplement and the accompanying prospectus,
which are part of our registration statement on Form F-3, omit certain non-material information, exhibits, schedules and undertakings set forth in the registration statement. For further information about us, and the securities offered by this
prospectus, please refer to the registration statement.
We are subject to the reporting requirements of the Exchange Act
that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish to the SEC,
under cover of Reports of Foreign Private Issuer on Form 6-K, material information required to be made public by us or filed by us with and made public by any stock exchange or distributed by us to our shareholders.
The SEC maintains an Internet site that contains reports,
information statements and other information regarding issuers, such as us, that file electronically with the SEC (http://www.sec.gov).
As a foreign private issuer, we are exempt from the rules under the
Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our officers, directors and principal shareholders are exempt from the “short-swing profits” reporting and liability provisions contained in Section 16
of the Exchange Act and related Exchange Act rules. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the
Exchange Act.
We file and furnish annual and special reports and other information
with or to the SEC (File Number 001-36349). These filings contain important information which does not appear in this prospectus. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to other documents which we have filed or furnished, or will file or furnish, with or to the SEC (as applicable). We are incorporating by reference in this prospectus the documents listed below and all
amendments or supplements we may file or furnish to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or
de-registered:
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our Annual Report on Form 20-F for the fiscal year ended on December 31, 2019, filed on
February 25, 2020; and
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the description of our ordinary shares contained in our Form 8-A, filed on March 12, 2014, including any subsequent amendment or any report filed for the purpose of updating such description.
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In addition, all subsequent annual reports on Form 20-F filed after
the effective date of this registration statement and prior to the termination of this offering and any reports on Form 6-K subsequently submitted to the SEC or portions thereof that we specifically identify in such forms as being incorporated by
reference into the registration statement of which this prospectus forms a part, shall be considered to be incorporated into this prospectus by reference and shall be considered a part of this prospectus from the date of filing or submission of
such documents.
Certain statements in and portions of this prospectus supplement
update and replace information in the above-listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this prospectus supplement may update and replace statements in and
portions of this prospectus supplement or the above listed documents.
We will provide you without charge, upon your written or oral request,
a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to
MediWound Ltd., c/o LifeSci Advisors, Attn: Jeremy Feffer, Managing Director, telephone number (212) 915-2568. You may also obtain information about us by visiting our website at www.MediWound.com.
Information contained in our website is not part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
S - 9
We are incorporated under the laws of the State of Israel. Service
of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because
substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within
the United States.
We have irrevocably appointed Puglisi & Associates as our agent
to receive service of process in any action against us in any U.S. federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is Puglisi & Associates,
850 Library Avenue, Suite 204, Newark, Delaware 19711.
We have been informed by our legal counsel in Israel, Meitar Law
Offices, that it may be difficult to initiate an action with respect to U.S. securities law in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most
appropriate forum to hear such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable
U.S. law must be proved as a fact by expert witnesses which can be a time-consuming and costly process. Certain matters of procedure may also be governed by Israeli law.
Subject to certain time limitations and legal procedures, Israeli
courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or
compensatory judgment in a non-civil matter, provided that:
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the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;
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the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in the State of Israel and the substance of the judgment is not contrary to public policy; and
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the judgment is executory in the state in which it was given.
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Even if these conditions are met, an Israeli court will not declare a foreign civil
judgment enforceable if:
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the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);
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the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;
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the judgment was obtained by fraud;
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the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;
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the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in the State of Israel;
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the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or
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at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in the State of Israel.
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If a foreign judgment is enforced by an Israeli court, it generally
will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of the State of Israel. Under existing Israeli law, a foreign judgment payable in foreign currency may be paid in Israeli currency at
the rate of exchange in force on the date of the payment. Current Israeli exchange control regulations also permit a judgment debtor to make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in
Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
S - 10
PROSPECTUS
$125,000,000 of Ordinary Shares, Warrants
and/or Debt Securities Offered by the Company
and
Up to 11,240,127 Ordinary Shares Offered by Selling Shareholders
MediWound Ltd.
We may offer from time to time in one or more series or issuances ordinary shares, warrants to purchase ordinary shares and/or debt securities
consisting of debentures, notes or other evidences of indebtedness. We refer to the ordinary shares, warrants and debt securities collectively as “securities” in this prospectus.
In addition, the selling shareholders may offer up to 11,240,127 ordinary shares. We will not receive any of the proceeds from the sale of ordinary
shares by the selling shareholders.
Each time we or a selling shareholder sells securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains
specific information about the offering and the specific terms of the securities offered. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.
We may, from time to time, offer the securities and selling shareholders may, from time to time, offer the ordinary shares through public or
private transactions, directly or through underwriters, agents or dealers, on or off the NASDAQ Stock Market at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers are involved in the sale of any
of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer and any applicable fees, commissions or discounts.
Our ordinary shares are traded on the NASDAQ Global Market under the symbol “MDWD.” The closing price of our ordinary shares, as reported on the
NASDAQ Global Market on March 22, 2019 was $5.19.
Investing in these securities involves certain risks. Please carefully consider the “Risk Factors” in Item 3 of our most recent
annual report on Form 20-F incorporated by reference in this prospectus, and the “Risk Factors” referenced on page 3 of this prospectus, and in any applicable supplement to this prospectus, for a discussion of the factors you should consider
carefully before deciding to purchase these securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities
being offered by this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 22, 2019
TABLE OF CONTENTS
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i
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”
registration process. Under this process, we may offer and sell our securities under this prospectus, and the selling shareholders referred to in this prospectus and identified in supplements to this prospectus may also offer and sell our
ordinary shares under this prospectus.
Under this shelf process, we may sell the securities described in this prospectus in one or more offerings up to a total price to the public of
$125 million. The selling shareholders may sell up to 11,240,127 ordinary shares in one or more offerings. The offer and sale of securities under this prospectus may be made from time to time, in one or more offerings, in any manner described
under the section in this prospectus entitled “Plan of Distribution.”
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that offering, if required. The prospectus supplement may also add, update or change information contained in this prospectus, and may also contain information about any
material federal income tax considerations relating to the securities covered by the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information under the headings “Where You
Can Find More Information” and “Incorporation of Certain Documents by Reference.”
This summary may not contain all of the information that may be important to you. You should read this entire prospectus, including the financial
data and related notes incorporated by reference in this prospectus, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from
the results discussed in the forward-looking statements. Factors that might cause or contribute to such differences include those referred to in “Risk Factors” and “Forward-Looking Statements.”
References to “we,” “us” and “our” in this prospectus, unless the context otherwise requires or as otherwise expressly stated, refer to MediWound
Ltd.
Overview
We are a fully integrated biopharmaceutical company focused on developing, manufacturing and commercializing novel therapeutics products based on
our patented proteolytic enzyme technology to address unmet needs in the fields of severe burns, and chronic and other hard-to-heal wounds. Our innovative biopharmaceutical product, NexoBrid, has received marketing authorization from the
European Medicines Agency, or EMA, and the Israeli, Argentinean, South Korean and Russian Ministries of Health for removal of dead or damaged tissue, known as eschar, in adults with deep partial- and full-thickness thermal burns, also referred
to as severe burns. NexoBrid, which is based on our patented proteolytic enzyme technology, represents a new paradigm in burn care management and our clinical trials have demonstrated, with statistical significance, its ability to
non-surgically and rapidly remove the eschar earlier relative to the existing standard of care upon patient admission, without harming viable tissues. We have launched NexoBrid in Europe, and in Israel, Argentina and South Korea through our
local distributor, and plan to launch NexoBrid in Russia, through our local distributor, in the first half of 2019.
Our second innovative product, EscharEx is a topical biological drug being developed for debridement of chronic and other hard-to-heal wounds and
is complementary to the large number of existing wound healing products, which require a clean wound bed in order to heal the wound. EscharEx contains the same proteolytic enzyme technology as NexoBrid, and benefits from the wealth of existing
development data on NexoBrid. In two Phase 2 studies, EscharEx has demonstrated safety and efficacy in the debridement of chronic and other hard-to-heal wounds, within a few daily applications.
In addition, we are currently developing additional product candidates, such as MWPC003, for other indications based on the same patented
proteolytic enzyme technology that underlies NexoBrid and EscharEx.
Material Business Updates
Following the conclusion of the year ended December 31, 2018, we have progressed further with research and development activities and clinical
studies related to seeking regulatory approval for our NexoBrid product from the U.S. Food and Drug Administration, or the FDA, for certain indications. We have briefly summarized these developments below.
Positive Top-Line Results from U.S. NexoBrid Phase 3 DETECT Study
In January 2019, we announced that we had achieved our primary and all secondary end-points in our U.S. Phase 3 DETECT study for NexoBrid. This
Phase 3 study involved 175 patients at 44 burn centers and was aimed at evaluating the efficacy and safety of NexoBrid in removing burn eschar for hospitalized patients with severe, deep partial thickness, or DPT, and full thickness, or FT,
thermal burns. The study’s primary endpoint was complete eschar removal—for that endpoint, NexoBrid was tested against treatment with gel vehicle. The study’s secondary endpoints were reduction in surgical burden, earlier eschar removal and
reduced blood loss, for which NexoBrid was measured against the standard-of-care arm, or SOC. Wound closure and long-term cosmesis are being assessed as safety endpoints versus the SOC to document no deleterious effect. The study has been fully
funded by BARDA.
The study’s primary and secondary endpoints were met as follows:
Primary Endpoint
The study met its primary endpoint with statistical significance. Patients treated with NexoBrid demonstrated a significantly higher incidence of
complete eschar removal compared with patients treated with the gel vehicle (NexoBrid: 93.3% (70/75) vs. gel vehicle: 4.0% (1/25)).
Secondary Endpoints
The study included secondary endpoints that were all met with statistical significance and provided further insight on several efficacy
parameters:
Patients treated with NexoBrid demonstrated a significantly lower incidence of surgical eschar removal compared with patients treated with the SOC
(NexoBrid: 4.0% (3/75) vs. SOC: 72.0% (54/75)).
Patients treated with NexoBrid demonstrated a significantly shorter time to achieve complete eschar removal compared with patients treated with
the SOC (median time - NexoBrid: 1.0 days vs. SOC: 3.8 days).
Patients treated with NexoBrid incurred significantly lower blood loss during the eschar removal procedure compared with patients treated with the
SOC (mean volume – NexoBrid: 14.2 ml vs. SOC: 814.5 ml, p<0.00014).
Safety
Patients treated with NexoBrid had a non-inferior time to complete wound closure compared with patients treated with the SOC.
The overall safety profile of NexoBrid in the study is good, and consistent with the safety data known from previous studies.
Long-Term Safety Follow Up
The planned twelve-month and twenty-four month safety follow-ups for cosmesis, function, quality of life and safety measurements are ongoing, and
we expect to submit to the FDA the analysis of the twelve-month safety follow-up in the first half of 2020 and the twenty-four month safety follow-up in the first half of 2021.
Biological License Application (BLA) Submission Plan
Following the above-described successful U.S. Phase 3 DETECT study results, we announced that we plan to submit the FDA Biologics License
Application, or BLA, for NexoBrid to treat patients with DPT and FT thermal burns in the second half of 2019 based on the above available acute primary, secondary, and safety data, while we will submit the twelve-month safety follow-up data
during the FDA’s review of the BLA, subject to the FDA’s concurrence at a pre-BLA meeting that is planned for the first half of 2019.
Corporate Information
We are incorporated under the laws of the State of Israel. Our principal executive offices are located at 42 Hayarkon Street, Yavne 8122745,
Israel, and our telephone number is +972 (77) 971-4100. Our website address is www.MediWound.com. Information contained on, or that can be accessed through, our website does not constitute a part of this
prospectus and is not incorporated by reference herein. We have included our website address in this prospectus solely for informational purposes. We have irrevocably appointed Puglisi & Associates as our agent to receive service of process
in any action against us in any United States federal or state court. The address of Puglisi & Associates is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
2
An investment in our securities involves a high degree of risk. Our business, financial condition or results of operations could be adversely
affected by any of these risks. If any of these risks occur, the value of our ordinary shares and our other securities may decline. You should carefully consider the risk factors discussed under the caption “Risk Factors” in our annual report
on Form 20-F for the year ended December 31, 2018, in any other filings that we make with the SEC subsequent to the date of this prospectus which are incorporated herein by reference, and in any supplement to this prospectus, before making your
investment decision.
We may sell from time to time pursuant to this prospectus (as may be detailed in a prospectus supplement) an indeterminate number of ordinary
shares, warrants to purchase ordinary shares and/or debt securities as shall have a maximum aggregate offering price of $125 million. The selling shareholders may sell from time to time pursuant to this prospectus up to 11,240,127 ordinary
shares. The actual price per share of the shares that we or the selling shareholders will offer, or per security of the securities that we will offer, pursuant hereto will depend on a number of factors that may be relevant as of the time of
offer. See “Plan of Distribution.”
This prospectus and the documents incorporated in it by reference contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that
are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of our business, financial
condition, results of operations, liquidity, plans and objectives. Forward-looking statements include all statements that are not historical facts and in some cases can be identified by terminology such as “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes.
Our ability to predict the results of our operations or the effects of various events on our operating results is inherently uncertain. Therefore,
we caution you to consider carefully the matters described under the caption “Risk Factors” and certain other matters discussed in this prospectus, the documents incorporated by reference in this prospectus, and other publicly available
sources. Such factors and many other factors beyond the control of our management could cause our actual results, level of activity, performance or achievements to differ materially from any future results, level of activity, performance or
achievements that may be expressed or implied by the forward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
The following table sets forth our ratio of earnings to fixed charges for the periods indicated. The ratio of earnings to fixed charges is computed
by dividing fixed charges into earnings before income taxes plus fixed charges. Fixed charges consist of interest expense and that portion of rental expense deemed representative of interest.
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For the Year Ended December 31,
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2014
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2015
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2016
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2017
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2018
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Ratio of earnings to fixed charges
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0
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0
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0
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0
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0
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For the purpose of these computations, earnings (losses) have been calculated as the sum in thousands of loss before income taxes plus fixed
charges. Fixed charges for each of the years ended December 31, 2014, 2015, 2016, 2017 and 2018 consist of $0.
3
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For the Year Ended December 31,
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2014
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2015
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2016
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2017 |
2018
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Earnings (losses):
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$
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(18,875
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$
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(21,671
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$
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(18,885
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$
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(14,533
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$
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(5,665
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Fixed charges:
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$
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0
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0
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0
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0
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0
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Total fixed charges
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Net loss plus fixed charges
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$
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(18,875
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$
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(21,671
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$
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(18,885
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)
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$
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(14,533
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)
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$
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(5,665
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)
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Ratio of earnings to fixed charges
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0
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0
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0
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0
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0
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As of the date of this prospectus, we have no preferred shares outstanding and have not declared or paid any dividends on preferred shares for the
periods set forth above.
Our capitalization will be set forth in a prospectus supplement to this prospectus or in a report of foreign private issuer on Form 6-K
subsequently furnished to the SEC and specifically incorporated herein by reference.
Our ordinary shares began trading publicly on the NASDAQ Global Market on March 20, 2014 under the symbol “MDWD.” You should carefully review the
high and low prices of our ordinary shares for the months, quarters and years indicated under the heading “Item 9. The Offer and Listing” in our annual report on Form 20-F for the year ended December 31, 2018, which is incorporated by reference
herein. We will provide updated share price information for more recent periods of time in a prospectus supplement and/or in our future annual reports on Form 20-F, which information will be deemed incorporated by reference in this prospectus.
Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities offered by us
pursuant to this prospectus for general corporate purposes, which may include continued product development and commercialization. The timing and amount of our actual expenditures will be based on many factors, including cash flows from
operations and the anticipated growth of our business. As a result, unless otherwise indicated in the applicable prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings.
We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.
The selling shareholders, who will be named in a prospectus supplement, may offer and sell from time to time pursuant to this prospectus, an
aggregate of up to 11,240,127 of our ordinary shares. All of these shares were acquired before our initial public offering, or IPO, in March 2014.
The selling shareholders are expected to consist of those shareholders who have the right to include their securities in a registration or offering
effected by us under the terms of our Registration Rights Agreement, dated March 25, 2014, which we refer to as the Registration Rights Agreement.
Information about the selling shareholders, where applicable, including their identities, the amount of ordinary shares owned by each selling
shareholder prior to the offering, the number of ordinary shares to be offered by each selling shareholder and the amount of ordinary shares to be owned by each selling shareholder after completion of the offering, will be set forth in an
applicable prospectus supplement, documents incorporated by reference or in a free writing prospectus we file with the SEC. The applicable prospectus supplement will also disclose whether any of the selling shareholders has held any position or
office with, has been employed by or otherwise has had a material relationship with us during the three years prior to the date of the prospectus supplement.
The selling shareholders may not sell any ordinary shares pursuant to this prospectus until we have identified such selling shareholders and the
ordinary shares being offered for resale by such selling shareholders in a subsequent prospectus supplement. However, the selling shareholders may sell or transfer all or a portion of their ordinary shares pursuant to any available exemption
from the registration requirements of the Securities Act.
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The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements,
summarize the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement the particular terms of any securities offered by such prospectus supplement. If we so
indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below.
We may sell from time to time, in one or more offerings, ordinary shares, warrants and debt securities comprising any
combination of these securities. The total dollar amount of all securities that we may issue under this prospectus will not exceed $125 million.
A description of our ordinary shares can be found 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 and incorporated by reference herein.
The following description of our share capital and provisions of articles of association and the Israeli Companies Law,
5759-1999, or the Israeli Companies Law, are summaries and do not purport to be complete.
General
Our authorized share capital consists of 32,244,508 ordinary shares, par value NIS 0.01 per share, of which 27,178,839 shares
are issued and outstanding as of March 25, 2019.
All of our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not
redeemable and do not provide any preemptive rights.
Our registration number with the Israeli Registrar of Companies is 51-289494-0. Our purpose as set forth in our articles of
association is to engage in any lawful activity.
Voting Rights and Conversion
All ordinary shares have identical voting and other rights in all respects.
Transfer of Shares
Our fully paid ordinary shares are issued in registered form and may be freely transferred under our articles of association,
unless the transfer is restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel is not
restricted in any way by our articles of association or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
Election of Directors
Our ordinary shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority
of the voting power represented at a meeting of shareholders have the power to elect all of our directors, subject to special approval requirements for external directors.
Under our articles of association, our board of directors must consist of at least five and not more than nine directors,
including at least two external directors, to the extent they are then required to be appointed under the Israeli Companies Law (currently, we are required to appoint external directors). At any time the minimum number of directors (other than
the external directors) shall not fall below three.
Pursuant to our articles of association, each of our directors, other than the external directors, for whom special election
requirements apply under the Israeli Companies Law, will be elected by a simple majority vote of holders of our voting shares, participating and voting at an annual general meeting of our shareholders. Each director will serve until his or her
successor is duly elected and qualified or until his or her earlier death, resignation or removal by a vote of the majority voting power of our shareholders at a general meeting of our shareholders or until his or her office expires by
operation of law, in accordance with the Israeli Companies Law. In addition, our articles of association allow our board of directors to appoint directors to fill vacancies on the board of directors to serve until the next annual general
meeting of shareholders. External directors (if then required) are elected for an initial term of three years, may be elected for additional terms of three years each under certain circumstances, and may be removed from office pursuant to the
terms of the Israeli Companies Law.
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Dividend and Liquidation Rights
We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings.
Under the Israeli Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our articles of
association do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our board of directors.
Pursuant to the Israeli Companies Law, the distribution amount is limited to the greater of retained earnings or earnings
generated over the previous two years, according to our then last reviewed or audited financial statements, provided that the end of the period to which the financial statements relate is not more than six months prior to the date of the
distribution. If we do not meet such criteria, then we may distribute dividends only with court approval. In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there
is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders
of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with
preferential rights that may be authorized in the future.
Exchange Controls
There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from
the sale of the shares, or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.
Shareholder Meetings
Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be
held no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to in our articles of association as extraordinary general meetings. Our board
of directors may call extraordinary general meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Israeli Companies Law provides that our board of directors is required to
convene an extraordinary general meeting upon the written request of (i) any two or more of our directors or one-quarter or more of the members of our board of directors, or (ii) one or more shareholders holding, in the aggregate, either (a) 5%
or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.
Subject to the provisions of the Israeli Companies Law and the regulations promulgated thereunder, shareholders entitled to
participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which for a company such as ours, must be between four and 40 days prior to the date of the meeting. Furthermore, the
Israeli Companies Law requires that resolutions regarding the following matters be passed at a general meeting of our shareholders:
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amendments to our articles of association;
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appointment or termination of our auditors;
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appointment of external directors;
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approval of certain related party transactions;
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increases or reductions of our authorized share capital;
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a merger; and
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the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our
proper management.
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The Israeli Companies Law requires that a notice of any annual general meeting or extraordinary general meeting be provided to
shareholders at least 21 days prior to the meeting, and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of a
merger, notice must be provided at least 35 days prior to the meeting.
Under the Israeli Companies Law and under our articles of association, shareholders are not permitted to take action by way of
written consent in lieu of a meeting.
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Voting Rights
Quorum Requirements
Pursuant to our articles of association, holders of our ordinary shares are entitled to one vote for each ordinary share held
on all matters submitted to a vote before the shareholders at a general meeting. As permitted under the Israeli Companies Law and the NASDAQ Listing Rules, due to our status as a foreign private issuer, the quorum required for our general
meetings of shareholders consists of at least two shareholders present in person, by proxy or written ballot who hold or represent between them at least 25% of the total outstanding voting rights. A meeting adjourned for lack of a quorum is
generally adjourned to the same day in the following week at the same time and place or to a later time or date if so specified in the notice of the meeting. At the reconvened meeting, any two or more shareholders present in person or by proxy
shall constitute a lawful quorum.
Vote Requirements
Our articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise
required by the Israeli Companies Law or by our articles of association. Under the Israeli Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder, (ii) the terms of employment or other engagement
of the controlling shareholder of the company or such controlling shareholder’s relative (even if such terms are not extraordinary) and (iii) approval of certain compensation-related matters, requires the approval of a special majority of our
shareholders. Under our articles of association, the alteration of the rights, privileges, preferences or obligations of any class of our shares requires a simple majority of the class so affected (or such other percentage of the relevant class
that may be set forth in the governing documents relevant to such class), in addition to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting.
Further exceptions to the simple majority vote requirement are a resolution for the voluntary winding up, or an approval of a
scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Israeli Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting and voting on the resolution.
Access to Corporate Records
Under the Israeli Companies Law, shareholders are provided access to: minutes of our general meetings; our shareholders
register and principal shareholders register, articles of association and annual audited financial statements; and any document that we are required by law to file publicly with the Israeli Companies Registrar or the Israel Securities
Authority. In addition, shareholders may request any document related to an action or transaction requiring shareholder approval under the related party transaction provisions of the Israeli Companies Law. We may deny this request if we believe
it has not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret or patent.
Modification of Class Rights
Under the Israeli Companies Law and our articles of association, the rights attached to any class of share, such as voting,
liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of
shares, as set forth in our articles of association.
Registration Rights
We have entered into the Registration Rights Agreement with certain of our shareholders. Pursuant to the Registration Rights
Agreement, holders of a total of 11,240,127 of our ordinary shares have the right to require us to register the resale of these shares under the Securities Act under specified circumstances and will have incidental registration rights as
described below. After registration pursuant to these rights, these shares will become freely tradable without restriction under the Securities Act.
Demand Registration Rights
At any time, the holders of a majority of the registrable securities (as defined in the Registration Rights Agreement) then
outstanding may request that we file a registration statement with respect to a majority of the registrable securities then outstanding (or a lesser percentage if the anticipated aggregate offering price, net of selling expenses, exceeds
$5.0 million). Upon receipt of such registration request, we are obligated to file a registration statement. Currently, as we are eligible under applicable securities laws to file a registration statement on Form F-3, we may be required to
effect up to two such registrations within any 12-month period.
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We will not be obligated to file a registration statement at such time if in the good faith judgment of our board of
directors, such registration would be materially detrimental to the company and its shareholders, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving us; (ii) require premature disclosure of material information that we have a bona fide business purpose for preserving as confidential; or (iii) render us unable to comply with requirements under the Securities Act or Exchange Act. In
addition, we have the right not to effect or take any action to effect a registration statement during the period that is 60 days (or 30 days in the case of a registration statement on Form F-3) before the date of filing our registration
statement (as estimated by us in good faith), and ending on a date that is 180 days (or 90 days in the case of a registration statement on Form F-3) after the date of such filing.
Piggyback Registration Rights
In addition, if we register any of our ordinary shares in connection with the public offering of such securities solely for
cash, the holders of all registrable securities are entitled to at least 10 days’ notice of the registration and to include all or a portion of their registrable securities in the registration. If the public offering that we are effecting is
underwritten, the right of any shareholder to include shares in the registration related thereto is conditioned upon the shareholder accepting the terms of the underwriting as agreed between us and the underwriters and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of our offering.
Other Provisions
We will pay all registration expenses (other than underwriting discounts and selling commissions) and the reasonable fees and
expenses of a single counsel for the selling shareholders, related to any demand or piggyback registration. The demand and piggyback registration rights described above will expire on March 24, 2021.
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target
company's issued and outstanding share capital is required by the Israeli Companies Law to make a tender offer to all of the company's shareholders for the purchase of all of the issued and outstanding shares of the company. A person wishing to
acquire shares of a public Israeli company and who would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the shareholders who hold shares of the
relevant class for the purchase of all of the issued and outstanding shares of that class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class,
and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a full tender
offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.
Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether
such shareholder accepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was for less than fair value and that the fair value
should be paid as determined by the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.
If (a) the shareholders who did not respond or accept the tender offer hold at least 5% of the issued and outstanding share
capital of the company or of the applicable class or the shareholders who accept the offer constitute less than a majority of the offerees that do not have a personal interest in the acceptance of the tender offer, or (b) the shareholders who
did not accept the tender offer hold 2% or more of the issued and outstanding share capital of the company (or of the applicable class), the acquirer may not acquire shares from shareholders who accepted the tender offer that will increase its
holdings to more than 90% of the company's issued and outstanding share capital or of the applicable class.
Special Tender Offer
The Israeli Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a
special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This requirement does not apply if there is already another holder of at least 25% of the voting
rights in the company. Similarly, the Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more
than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject to certain exceptions.
A special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares
representing more than 5% of the voting power attached to the company's outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) the offeror acquired shares
representing at least 5% of the voting power in the company and (ii) the number of shares tendered by shareholders who accept the offer exceeds the number of shares held by shareholders who object to the offer (excluding the purchaser,
controlling shareholders, holders of 25% or more of the voting rights in the company or any person having a personal interest in the acceptance of the tender offer). If a special tender offer is accepted, the purchaser or any person or entity
controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a
period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
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Merger
The Israeli Companies Law permits merger transactions if approved by each party's board of directors and, unless certain
requirements described under the Israeli Companies Law are met, by a majority vote of each party's shareholders. In the case of the target company, approval of the merger further requires a majority vote of each class of its shares.
For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of
the votes of shares represented at the meeting of shareholders that are held by parties other than the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or more of
the voting rights or the right to appoint 25% or more of the directors of the other party, vote against the merger. If, however, the merger involves a merger with a company's own controlling shareholder or if the controlling shareholder has a
personal interest in the merger, then the merger is instead subject to a special majority approval at a general meeting of shareholders, pursuant to which either of the following conditions must be met:
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at least a majority of the shares held by all shareholders who do not have a personal interest in the approval of the merger and who are present and voting at the meeting are voted in
favor of the merger, excluding abstentions; or
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the shares voted against the merger by shareholders who have no personal interest in the merger and who are present and voting at the meeting do not exceed 2% of the voting rights in the
company.
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If the transaction would have been approved by the shareholders of a merging company but for the separate approval of each
class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the petition of holders of at least 25% of the voting rights of a company. For such petition to be granted, the court must
find that the merger is fair and reasonable, taking into account the respective values assigned to each of the parties to the merger and the consideration offered to the shareholders of the target company.
Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it
concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further give instructions to secure the rights of creditors.
In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for
approval of the merger is filed with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.
Anti-Takeover Measures under Israeli Law
The Israeli Companies Law allows us to create and issue shares providing rights different from those provided by our ordinary
shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares providing preemptive rights. As of December 31, 2018, no preferred shares are authorized under our articles of
association. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or
otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an amendment to our articles of association,
which requires the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote
required to be obtained at such a meeting will be subject to the requirements set forth in the Israeli Companies Law.
Borrowing Powers
Pursuant to the Israeli Companies Law and our articles of association, our board of directors may exercise all powers and take
all actions that are not required under law or under our articles of association to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
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Changes in Capital
Our articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions
of the Israeli Companies Law and must be approved by a resolution duly passed by our shareholders at a general meeting by voting on such change in our share capital. In addition, transactions that have the effect of reducing capital, such as
the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both our board of directors and an Israeli court.
As of December 31, 2018, we had 27,178,839 ordinary shares outstanding. As of December 31, 2018, no preferred shares were
authorized under our articles of association. In the future, we may seek to increase the number of ordinary shares authorized under our articles of association in order to offer shares pursuant to the registration statement of which this
prospectus forms a part, to the extent such an offering would exceed the maximum share capital currently authorized. The authorization of such an increase will require an amendment to our articles of association, which requires the prior
approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting. Such prior shareholder approval and the subsequent effectiveness of the amendment will be conditions to the issuance
of ordinary shares offered pursuant to the registration statement of which this prospectus forms a part, to the extent such an offering would exceed the maximum share capital currently authorized. The convening of the meeting, the shareholders
entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Israeli Companies Law as described above under “—Voting Rights.”
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company, New York, New York.
Listing
Our ordinary shares are listed on the NASDAQ Global Market under the symbol “MDWD.”
Share History
The following is a summary of the history of our share capital for the last three years.
Ordinary Share Issuances
Stock Options. Since January 1, 2016, we have issued 290,875 ordinary shares upon the
exercise of stock options, at a weighted average exercise price equal to $1.23 per share.
September 2017 Follow-On Public Offering. In September 2017, we closed a follow-on
offering of ordinary shares in the United States. The offering commenced on September 18, 2017 and was closed on September 21, 2017. Cowen and Company, LLC and Wells Fargo Securities, LLC acted as joint lead underwriters for the offering. We
issued and sold a total of 5,037,664 ordinary shares at a price per share of $5.00 with aggregate gross proceeds of approximately $25.2 million. Under the terms of the offering, we incurred aggregate underwriting discounts of approximately $1.5
million and expenses of approximately $0.9 million in connection with the offering, resulting in net proceeds to us of approximately $22.8 million. The offering was conducted pursuant to our previous registration statement on Form F-3 (File No.
333-209106).
We may issue warrants to purchase our ordinary shares and/or debt securities in one or more series together with other
securities or separately, as described in the applicable prospectus supplement. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as
our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
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The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is
being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the price at which, and the currency or currencies in which, the securities upon exercise of such warrants may be purchased;
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the designation, amount and terms of the securities purchasable upon exercise of such warrants;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, any material Israeli and U.S. federal income tax considerations;
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the anti-dilution provisions of such warrants, if any; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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We may issue debt securities together with other securities or separately, as described in the applicable prospectus
supplement. The debt securities will be issued under an indenture between us and a trustee identified in the applicable prospectus supplement, the form of which is incorporated by reference as an exhibit to the registration statement of which
this prospectus forms a part. The executed indenture will be incorporated by reference from a report of foreign private issuer on Form 6-K. We encourage you to read the indenture, because the indenture will govern your rights as a holder of
debt securities. The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended.
We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a
discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC.
The applicable prospectus supplement, including any applicable pricing supplement, will set forth, to the extent required, the
following terms of the debt securities in respect of which the prospectus supplement is delivered:
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the title of the series;
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the aggregate principal amount;
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the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
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any limit on the aggregate principal amount;
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the date or dates on which principal is payable;
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the interest rate or rates (which may be fixed or variable) and/or, if applicable, the method used to determine such rate or rates;
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the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
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the place or places where principal and, if applicable, premium and interest is payable;
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the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
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the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;
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whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
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the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
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the currency of denomination;
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the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of
denominations, the manner in which exchange rate with respect to such payments will be determined;
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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity
index, stock exchange index, or financial index, then the manner in which such amounts will be determined;
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the provisions, if any, relating to any collateral provided for such debt securities;
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any events of default;
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the terms and conditions, if any, for conversion into or exchange for our ordinary shares;
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any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and
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the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our company.
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One or more debt securities may be sold at a substantial discount below their stated principal amount. We may also issue debt
securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations that apply to
these debt securities in the applicable prospectus supplement.
We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or
units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be
deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for
individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and
limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
We or the selling shareholders may sell the securities included in this prospectus from time to time in one or more
transactions, including without limitation:
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through agents;
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·
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to or through one or more underwriters on a firm commitment or agency basis;
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through put or call option transactions relating to the securities;
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through broker-dealers (acting as agent or principal);
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directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise;
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·
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through any other method permitted pursuant to applicable law; or
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·
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through a combination of any such methods of sale.
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12
At any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus
supplement, if required, will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or
agents, any discounts, commissions, concessions and other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers. Such prospectus supplement, and, if necessary, a
post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the securities covered by this
prospectus. In order to comply with the securities laws of certain jurisdictions, if applicable, the securities sold under this prospectus may only be sold through registered or licensed brokers or dealers. In addition, in some states the
securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements is available and is complied with.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time
to time.
The distribution of securities may be effected from time to time in one or more transactions, including block transactions and
transactions on NASDAQ or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the
prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Any dealers and agents participating in the distribution of the securities may be deemed to be
underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts. If any such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the
Securities Act.
Agents may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus
supplement any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period
of its appointment. Any agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed delivery contracts or other contractual commitments.
Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the sale of
securities, an underwriting agreement will be executed with the underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the
transactions, including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters to resell the securities.
If a dealer is used in the sale of the securities, we, the selling shareholders or an underwriter will sell the securities to
the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the
dealer and the terms of the transactions.
We or the selling shareholders may directly solicit offers to purchase the securities and may make sales of securities
directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the prospectus supplement will describe
the terms of any such sales, including the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be entitled under agreements which may be entered into with us or the selling
shareholders to indemnification by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us or the selling shareholders to payments they may be required to make in respect of such
liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with
or perform services for us or our subsidiaries.
13
Any person participating in the distribution of securities registered under the registration statement that includes this
prospectus will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of our securities by that
person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of our securities to engage in market-making activities with respect to our securities. These restrictions may affect the marketability of our
securities and the ability of any person or entity to engage in market-making activities with respect to our securities.
Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering
transactions and penalty bids that stabilize, maintain or otherwise affect the price of the offered securities. These activities may maintain the price of the offered securities at levels above those that might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below.
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
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A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection
with the offering.
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in syndicate covering transactions.
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These transactions may be effected on an exchange, if the securities are listed on that exchange, or in the over-the-counter
market or otherwise.
In the event that any underwriter or agent acts as principal, or broker-dealer acts as underwriter, it may engage in certain
transactions that stabilize, maintain or otherwise affect the price of our securities. We will describe any such activities in the prospectus supplement relating to the transaction.
If so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers
from certain types of institutions to purchase offered securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of such contracts.
In addition, ordinary shares may be issued upon conversion of or in exchange for debt securities or other securities.
Any underwriters to whom offered securities are sold for public offering and sale may make a market in such offered
securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered securities may or may not be listed on a national securities exchange. No assurance can be given that
there will be a market for the offered securities.
Any securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act may be sold under Rule 144
or Regulation S rather than pursuant to this prospectus.
To the extent that we or the selling shareholders make sales to or through one or more underwriters or agents in at-the-market
offerings, we or the selling shareholders will do so pursuant to the terms of a distribution agreement between us or the selling shareholders and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution
agreement, we or the selling shareholders will sell our ordinary shares to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we or the selling
shareholders may sell ordinary shares on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any ordinary shares sold will be sold at prices related to
the then prevailing market prices for our ordinary shares. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to
the terms of the distribution agreement, we or the selling shareholders also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our ordinary shares or warrants. The terms of each such
distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus.
Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by us
or the selling shareholders directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any re-sales of the securities. The terms of any offer made in this manner
will be included in the prospectus supplement relating to the offer.
14
In connection with offerings made through underwriters or agents, we or the selling shareholders may enter into agreements
with such underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell
securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from us or the selling shareholders under
these arrangements to close out any related open borrowings of securities.
We or the selling shareholders may enter into derivative transactions with third parties or sell securities not covered by
this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, such third parties (or affiliates of such third parties) may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or the selling shareholders or borrowed from us,
the selling shareholders or others to settle those sales or to close out any related open borrowings of shares, and may use securities received from us or the selling shareholders in settlement of those derivatives to close out any related open
borrowings of shares. The third parties (or affiliates of such third parties) in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a
post-effective amendment).
We or the selling shareholders may loan or pledge securities to a financial institution or other third party that in turn may
sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus or
in connection with a simultaneous offering of other securities offered by this prospectus.
The following is a statement of expenses in connection with the distribution of the securities registered. All amounts shown
are estimates except the SEC registration fee and the FINRA filing fee. The estimates do not include expenses related to offerings of particular securities. Each prospectus supplement describing an offering of securities will reflect the
estimated expenses related to the offering of securities under that prospectus supplement.
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SEC registration fee
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$
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4,777.49
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FINRA filing fee
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$
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3.800.00
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Legal fees and expenses
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*
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Accountants’ fees and expenses
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*
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Printing fees
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*
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Miscellaneous
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*
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TOTAL
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$
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8,577.49
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* To be provided by a prospectus supplement or a report of foreign private issuer on Form 6-K that is incorporated by reference into this
prospectus.
Certain legal matters with respect to Israeli law and with respect to the validity of the offered securities under Israeli law
will be passed upon for us by Meitar Liquornik Geva Leshem Tal, Ramat Gan, Israel. Certain other matters with respect to U.S. and New York law and the validity of the offered debt securities under New York law will be passed upon for us by
Latham & Watkins LLP, New York, New York.
The consolidated financial statements of MediWound Ltd. incorporated by reference in this prospectus by reference to MediWound
Ltd.’s annual report on Form 20-F for the year ended December 31, 2018 have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, an independent registered public accounting firm, as set forth in their
report therein, included therein and incorporated herein by reference. Such consolidated financial statements are incorporated by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
We have filed with the SEC a registration statement on Form F-3 under the Securities Act, with respect to the securities
offered by this prospectus. This prospectus and any accompanying prospectus supplement do not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration
statement, including its exhibits and schedules, for further information about us and the securities we may offer. Statements we make in this prospectus and any accompanying prospectus supplement about certain contracts or other documents are
not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to
those exhibits. The registration statement, including exhibits and schedules, is on file at the office of the SEC and may be inspected without charge.
15
We are subject to the information reporting requirements of the Exchange Act. Under the Exchange Act, we are required to file
annual and special reports and other information with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and
financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by
the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we submit to the SEC, on Form 6-K, unaudited quarterly financial information.
You may read and copy the registration statement, including the related exhibits and schedules, as well as any document we
file with the SEC without charge at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC at prescribed
rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements
and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
We maintain a corporate website at www.MediWound.com. Information contained on, or
that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it. This means
that we can disclose important information to you by referring you to another document filed by us with the SEC. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such
documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference
is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information
incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by
reference into this prospectus, you should rely on the information contained in the document that was filed later.
We incorporate by reference into this prospectus documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and, to the extent specifically designated therein, reports on Form 6-K we furnish to the SEC on or after the date on which this registration statement is first filed with the SEC and
until the termination or completion of that offering under this prospectus:
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our annual report on Form 20-F (SEC File No. 001-36349) for the fiscal year ended December 31, 2018, filed with the SEC on March 25, 2019; and
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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, including any subsequent amendment or any report filed for the purpose of updating such description.
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Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
16
Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information
furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus, will be
provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
MediWound Ltd.
c/o LifeSci Advisors
Attn: Jeremy Feffer, Managing Director
Email: jeremy@lifesciadvisors.com
Tel: (212) 915-2568
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors, officers and any
Israeli experts named in this registration statement, substantially all of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all
of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.
We have been informed by our legal counsel in Israel, Meitar Liquornik Geva Leshem Tal, that it may be difficult to assert
U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws because Israel is not the most appropriate forum in which to bring such a
claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a
fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
We have irrevocably appointed Puglisi & Associates as our agent to receive service of process in any action against us in
any United States federal or state court arising out of the offerings under this prospectus or any purchase or sale of securities in connection with any such offering(s). Subject to specified time limitations and legal procedures, Israeli
courts may enforce a United States judgment in a civil matter which, subject to certain exceptions, is non-appealable, including a judgment based upon the civil liability provisions of the Securities Act or the Exchange Act and including a
monetary or compensatory judgment in a non-civil matter, provided that, among other things:
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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;
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the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
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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;
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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;
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the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
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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
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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.
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If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be
converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in
Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency
ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
17
Up to $15,000,000
Ordinary Shares
PROSPECTUS SUPPLEMENT
Jefferies
February 25, 2020