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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
For the month of March 2022
Commission File Number: 001-36349
MediWound Ltd.
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
42 Hayarkon Street
Yavne, 8122745 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1): __
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7): __
CONTENTS
Public Offering
On March 2, 2022, MediWound Ltd. (the “Company”) issued a press release announcing the commencement of an
underwritten public offering (the “Offering”) of its ordinary shares, NIS 0.01 par value per share (the “Ordinary Shares”), pursuant to a shelf registration statement filed on Form F-3 (File No. 333-230490) with the Securities and Exchange Commission
(the “SEC”), which was declared effective on April 22, 2019. The Company also intends to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the number of Ordinary Shares sold in connection with the Offering. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 2, 2022, the Company filed with the SEC a preliminary prospectus supplement to its effective shelf registration
statement on Form F-3 (the “Preliminary Prospectus Supplement”) pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Offering.
Financial Update
On a preliminary unaudited basis, we expect our revenue for the year ended December 31, 2021 to be $23.8 million and our
cash and short-term investments as of December 31, 2021 to be approximately $11.0 million. This preliminary estimate of our revenues and cash and cash equivalents is based on currently available information. It does not present all necessary
information for an understanding of our financial condition as of December 31, 2021 or our results of operations for the year ended December 31, 2021. As we complete our quarter-end and year-end financial close process and finalize our year-ended
December 31, 2021 audited financial statements, we will be required to make significant judgments in a number of areas that may result in the estimates provided herein being different than the final financial information. These preliminary estimates
have been prepared by and are the responsibility of our management. Our independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary estimates or the accounting treatment
thereof and does not express an opinion or any other form of assurance with respect thereto. We expect to complete our audited financial statements for the year ended December 31, 2021 subsequent to the completion of this offering. It is possible
that we or our independent registered public accounting firm may identify items that require us to make adjustments to the preliminary estimated revenue figure and cash balance set forth above and those changes could be material. Accordingly, undue
reliance should not be placed on these preliminary estimates. The preliminary estimates are not necessarily indicative of any future period and should be read together with the sections titled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the prospectus supplement to be filed in connection with the Offering, and our financial statements, related notes and other financial information incorporated by reference therein..
Changes in Registrant’s Certifying Accountant; Related Disclosures Re: Accounting Matters
Non-continuation of services of previous independent registered public accounting firm
In April 2021, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (the “Former
Auditor”), the former independent registered public accounting firm of the Company, gave notice to the Company that in light of Ernst & Young Global’s desire to
provide to Access Industries Group, the indirect controlling shareholder of the Company, services that may have an impact on the Former Auditor’s independence, the Former Auditor could not continue providing audit services to the Company. Accordingly, the audit committee and board of directors of the Company each resolved to
terminate the services of the Former Auditor due to such independence issues, effective as of April 28, 2021 (the “Termination Date”).
During the period that began when the Former Auditor was retained and through the Termination Date, there was no
disagreement between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Former
Auditor, would have caused it to make reference to the subject matter of such disagreement in connection with its audit report on such financial statements.
The Former Auditor did not indicate to the Company that its report on the audit, if completed, would contain an
adverse opinion or disclaimer of opinion or would be qualified or modified as to uncertainty, audit scope, or accounting principles.
Except as set forth below, during the years ended December 31, 2020 and 2019 and through the Termination Date, the
reports of the Former Auditor on the Company’s financial statements did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
Appointment of new independent registered public accounting firm
On June 15, 2021 (the “Engagement
Date”), the Company’s shareholders approved the engagement of Somekh Chaikin, a member firm of KPMG (the “New Auditor”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2021. The decision to engage the New Auditor as the Company’s independent registered public
accounting firm had been approved by the Company’s audit committee and board of directors.
During the years ended December 31, 2020 and 2019 and through the Engagement Date, the Company had not consulted with
the New Auditor regarding either:
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application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or
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any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of Form 20-F promulgated by the
Securities and Exchange Commission (“Form 20-F”) and the related instructions to that Item) or a reportable event (as described in Item 16F(a)(1)(v) of Form 20-F).
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The contents of this Report of Foreign Private Issuer on
Form 6-K (including the Exhibits thereto) are hereby incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the SEC on April
28, 2014, March 24, 2016, March 19, 2018, March 25, 2019, February 25, 2020 and May 15, 2021 (Registration Nos. No. 333-195517, 333-210375, 333-223767, 333-195517, 333-210375, 333-230487, 333-236635 and 333-255784, respectively) and on Form F-3
filed with the SEC on March 25, 2019 (Registration No. 333-230490).
This Current Report on Form 6-K, including the Exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to
buy any securities of the Company, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale is not permitted.
EXHIBIT INDEX
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Exhibit
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Description
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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MEDIWOUND LTD.
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Date: March 2, 2022
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By:
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/s/ Boaz Gur-Lavie
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Name: Boaz Gur-Lavie
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Title: Chief Financial Officer
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Exhibit 99.1
MediWound Ltd. Announces Proposed Public Offering of Ordinary Shares
YAVNE, Israel, March 2, 2022 –
MediWound Ltd. (Nasdaq: MDWD) (“Mediwound”), a biopharmaceutical company that develops, manufactures and commercializes novel, cost effective, bio-therapeutic solutions for tissue repair and regeneration, today announced that it intends to offer
its ordinary shares for sale in an underwritten public offering. All of the ordinary shares are being offered by MediWound. In addition, MediWound intends to grant the underwriters a 30-day option to purchase up to an additional 15 percent of
the number of ordinary shares sold in connection with the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the
offering.
Oppenheimer & Co. Inc. is acting as the sole book-running manager for the offering.
The offering is being made pursuant to a shelf registration
statement on Form F-3 (No. 333-230490) previously filed by MediWound with the United States Securities and Exchange Commission (“SEC”) on March 25, 2019 and declared effective by the SEC on April 22, 2019. The offering is being made only by means
of a prospectus and prospectus supplement that form a part of the registration statement. The preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s
website at www.sec.gov. Copies of the preliminary prospectus supplement
and the accompanying prospectus, when available, may also be obtained from Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, telephone: (212) 667-8055 or by email at EquityProspectus@opco.com.
Before investing in the underwritten public offering, interested parties should read in their entirety the preliminary prospectus
supplement and the accompanying prospectus and the other documents that MediWound has filed with the SEC that are incorporated by reference in such preliminary prospectus supplement and the accompanying prospectus, which provide more information
about MediWound and such underwritten public offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any
sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About MediWound Ltd.
MediWound is a biopharmaceutical company that develops, manufactures and commercializes novel, cost effective, bio-therapeutic solutions
for tissue repair and regeneration. Our strategy is centered around our validated enzymatic platform technology, focused on next-generation bio-active therapies for burn and would care and biological medicinal products for tissue repair. EscharEx®,
MediWound’s next-generation bioactive topical therapeutic under development, is a topical biological drug candidate for the debridement of chronic and other hard-to-heal wounds. MediWound’s third innovative product candidate, MWPC005, is a
topically applied biological drug candidates for the treatment of non-melanoma skin cancers, based on the same active substance of NexoBrid® and EscharEx® product candiates, a concentrate of proteolytic enzymes enriched in bromelain.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended,
Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, such as
statements regarding MediWound’s anticipated public offering, and plans and prospects for MediWound. 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 MediWound's beliefs, assumptions and expectations of future performance, taking into
account the information currently available to it. These statements are only predictions based upon MediWound’s current expectations and projections about future events. There are important factors that could cause MediWound’s actual results, level
of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks detailed in the
preliminary prospectus supplement and accompanying prospectus relating to the offering and in MediWound’s annual report on Form 20-F for the year ended December 31, 2020 and information contained in other documents filed with the SEC, in each case
under the heading “Risk Factors.” You should not rely upon forward-looking statements as predictions of future events. Although MediWound believes that the expectations reflected in the forward-looking statements are reasonable, MediWound cannot
guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements made herein speak only as of the date of this
announcement and MediWound undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.
Investor Contacts
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Boaz Gur-Lavie
Chief Financial Officer MediWound Ltd. ir@mediwound.com |
Monique Kosse
Managing Director, LifeSci Advisors 212-915-3820 monique@lifesciadvisors.com |
Exhibit 99.2
March 2, 2022
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the section under the heading “Changes in Registrant’s Certifying Accountant; Related Disclosures Re: Accounting Matters” included in the Report of Foreign Private Issuer on Form 6-K of MediWound Ltd. to be furnished to the Securities and Exchange
Commission on or about March 2, 2022 and agree with the statements contained therein as they relate to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein.
Respectfully submitted,
/s/ KOST, FORER, GABBAY & KASIERER
KOST, FORER, GABBAY & KASIERER
A Member of Ernst & Young Global