Sec Form 13D Filing - Access Industries Holdings LLC filing for MediWound Ltd. (MDWD) - 2023-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

MediWound Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.07 per share    M68830112
(Title of class of securities)    (CUSIP number)

Alejandro Moreno

Langhorne S. Perrow

c/o Access Industries, Inc.

40 West 57th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Nicholas P. Pellicani

Debevoise & Plimpton LLP

65 Gresham Street

London EC2V 7NQ

United Kingdom

+44 20 7786 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 7, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

 

 

(Continued on following pages)

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Access Industries Holdings LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  OO (Limited Liability Company)

 

*

The number of shares reported herein reflects the 1-for-7 reverse stock split effected by the Issuer as of December 20, 2022 (the “Reverse Stock Split”).

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the prospectus supplement dated as of, and filed with the Securities and Exchange Commission (the “SEC”) on, February 3, 2023 (the “Prospectus Supplement”), and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

2

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Access Industries, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  OO (Limited Liability Company)

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

3

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Access Industries Management, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  State of Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  OO (Limited Liability Company)

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

4

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Clal Industries Ltd.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  CO

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

5

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Clal Biotechnology Industries Ltd.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  319,942*

     8  

  SHARED VOTING POWER:

 

  1,172,710*

     9  

  SOLE DISPOSITIVE POWER:

 

  319,942*

   10  

  SHARED DISPOSITIVE POWER:

 

  1,172,710*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  CO

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect t o the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

6

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Clal Life Sciences L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  1,172,710*

     8  

  SHARED VOTING POWER:

 

  0

     9  

  SOLE DISPOSITIVE POWER:

 

  1,172,710*

   10  

  SHARED DISPOSITIVE POWER:

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,172,710*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☒

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  12.74%**

14  

  TYPE OF REPORTING PERSON:

 

  PN

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

7

CUSIP No. M68830112

 

  1    

  NAME OF REPORTING PERSON:

 

  Len Blavatnik

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS:

 

  AF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION:

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  SOLE VOTING POWER:

 

  0

     8  

  SHARED VOTING POWER:

 

  1,492,652*

     9  

  SOLE DISPOSITIVE POWER:

 

  0

   10  

  SHARED DISPOSITIVE POWER:

 

  1,492,652*

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

 

  1,492,652*

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

  16.20%**

14  

  TYPE OF REPORTING PERSON:

 

  IN

 

*

The number of shares reported herein reflects the Reverse Stock Split.

**

All percentages of ownership of the Ordinary Shares by Reporting Persons presented in this Schedule 13D are based on an aggregate of 9,204,306 Ordinary Shares issued and outstanding (on an as adjusted basis to give effect to the issuance of 1,964,286 Ordinary Shares in the Issuer’s registered direct offering through the Prospectus Supplement and the accompanying prospectus dated June 3, 2022), as disclosed in the Prospectus Supplement.

 

8

CONTINUATION PAGES TO AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries, LLC (“Access LLC”), Access Industries Management, LLC (“AIM”), Clal Industries Ltd. (“Clal Industries”), Clal Biotechnology Industries Ltd. (“CBI”), Clal Life Sciences L.P. (“CLS”) and Len Blavatnik (collectively, the “Reporting Persons” and each, a “Reporting Person”) in respect of MediWound Ltd. (the “Issuer”). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 17, 2022, as amended by Amendment No. 1 filed on July 1, 2022 (“Amendment No. 1”) and Amendment No. 2 filed on September 26, 2022 (the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular parag raphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

 

Item 2.

Identity and Background.

Annex A filed with Amendment No. 1 is hereby amended and restated by Annex A to this Amendment No. 3.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended in relevant parts as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of ordinary shares, par value NIS 0.07 per share (the “Ordinary Shares”) (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Ordinary Shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

CBI owns directly (i) 308,811 Ordinary Shares, (ii) 14,286 Ordinary Shares issuable upon exercise of options exercisable for $12.25 per share, which expire on June 29, 2025 (of which 9,524 options are vested), (iii) 1,607 Ordinary Shares issuable upon exercise of options exercisable for $37.52 per share, which expire on June 15, 2026; and may be deemed to share voting and investment power over the 1,172,710 Ordinary Shares owned directly by CLS, the general partner of which, Clal Application Center Ltd., is wholly owned by CBI. CBI is a publicly traded company traded on the Tel Aviv Stock Exchange.

Each of AIH, Access LLC, AIM, Clal Industries and Mr. Blavatnik may be deemed to share voting and investment power over the Ordinary Shares owned directly by CBI and CLS because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) AIM controls Access LLC and AIH, (iii) Access LLC controls a majority of the outstanding voting interests in AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS controls AI Diversified Holdings Ltd. (“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”), (vii) Access AI wholly owns Clal Industries, (viii) Clal Industries is the controlling shareholder of CBI, and (ix) CBI is the sole shareholder of Clal Application Center Ltd.

 

9

The Reporting Persons, other than CBI and CLS, and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

(c) On February 7, 2023, CBI sold 36,785 Ordinary Shares at a weighted average price of $13.75 in open market transactions.1

On February 8, 2023, CBI sold 5,072 Ordinary Shares at a weighted average price of $13.75 in open market transactions.2

On February 9, 2023, CBI sold 33,368 Ordinary Shares at a weighted average price of $13.32 in open market transactions.3

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented by adding the following at the end thereof:

2023 Piggy-back Rights Waiver

In connection with the Issuer’s registered offering of Ordinary Shares (the “2023 Offering”), on February 2, 2023, the Issuer and certain of its shareholders, including CBI and CLS, entered into a piggy-back rights waiver (the “2023 Piggy-back Rights Waiver”). Under the 2023 Piggy-back Rights Waiver, CBI and CLS agreed to waive (i) any and all rights to notice under the Registration Rights Agreement with respect to the 2023 Offering and (ii) the piggy-back registration rights and all other related or similar rights under the Registration Rights Agreement with respect to the 2023 Offering, including any and all rights to request the inclusion of any number of registrable Ordinary Shares in such 2023 Offering or in any prospectus supplement to the Issuer’s registration statement on Form F-3 declared effective by the SEC on June 3, 2022 and relating to the 2023 Offering. The 2023 Piggy-back Rights Waiver was to expire and of no further force and effect if the 2023 Offering was not completed by March 31, 2023.

The foregoing description of the 2023 Piggy-back Rights Waiver does not purport to be complete and is qualified in its entirety by reference to the 2023 Piggy-back Rights Waiver, which is filed as an exhibit and incorporated herein by reference.

 

1 

These Ordinary Shares were sold in multiple transactions at prices ranging from $13.40 to $13.85, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

2 

These Ordinary Shares were sold in multiple transactions at prices ranging from $13.70 to $13.91, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

3 

These Ordinary Shares were sold in multiple transactions at prices ranging from $13.30 to $13.60, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

 

10

Item 7.

Material to be Filed as Exhibits.

 

Exhibit    Description
99.1    Piggy-back Rights Waiver, dated as of February 2, 2023, by and among the Issuer, CBI, CLS and the other parties thereto.
99.2    Joint Filing Agreement, dated as of February 13, 2023.

 

11

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 13, 2023

 

ACCESS INDUSTRIES HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT, LLC      

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
CLAL INDUSTRIES LTD.      

/s/ Alon Heller

      Name: Alon Heller
      Title: VP Finance
     

/s/ Nufar Malovani

      Name: Nufar Malovani
      Title: VP General Counsel & Corporate Secretary
CLAL BIOTECHNOLOGY INDUSTRIES LTD.      

/s/ Assaf Segal

  Name: Assaf Segal
      Title: CEO
     

/s/ Liat Nissan

      Name: Liat Nissan
      Title: VP Finance

 

12

CLAL LIFE SCIENCES L.P.      

/s/ Assaf Segal

      Name: Assaf Segal
      Title: Director
     

/s/ Liat Nissan

      Name: Liat Nissan
      Title: Director
     

*

      Name: Len Blavatnik

 

*

The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

 

By:  

/s/ Alejandro Moreno

Name: Alejandro Moreno
Title: Attorney-in-Fact

 

13