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MediWound (MDWD) Announces Concurrent Registered Direct, Private Placement Offerings of Common Stock and Warrants for Approximately $30 Million

September 22, 2022 8:04 AM EDT

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MediWound Ltd. (NASDAQ: MDWD) (the “Company”), a fully integrated biopharmaceutical company focused on next-generation biotherapeutic solutions for tissue repair and regeneration, today announced that it has entered into a definitive securities purchase agreement with several institutional and accredited investors (the “Registered Direct Securities Purchase Agreement”) for the sale and purchase of 7,575,513 shares of the Company’s ordinary shares, par value NIS 0.01 (the “Ordinary Shares”), at a purchase price of $1.75 per share, in a registered direct offering (the “Registered Direct Offering”). Additionally pursuant to the Registered Direct Securities Purchase Agreement, the Company has also agreed to issue to these investors unregistered warrants (the “Warrants”) to purchase up to 7,575,513 Ordinary Shares in a concurrent private placement. The Warrants will have an exercise price of $1.925 per Ordinary Share and will become exercisable upon the Company’s receipt of shareholder approval to increase the number of its authorized Ordinary Shares, pursuant to the Company’s Amended and Restated Articles of Association, and will expire four years thereafter. The gross proceeds of the Registered Direct Offering are expected to be approximately $13.26 million. The Company expects the Registered Direct Offering to close on or about September 26, 2022, subject to the satisfaction of customary closing conditions.

Concurrently to the Registered Direct Offering, the Company entered into a definitive securities purchase agreement with several accredited investors (the “PIPE Securities Purchase Agreement”), including Israel Biotech Fund, Deep Insight, New Era Capital Partners, and Discount Capital, in a private placement (the “PIPE Offering,” and together with the Registered Direct Offering, the “Offerings”) for the sale and purchase of 9,853,058 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,853,058 Ordinary Shares (the “Pre-Funded Warrant Shares”) and unregistered warrants (the “Ordinary Share Warrants") to purchase up to 9,853,058 Ordinary Shares (the “Ordinary Warrant Shares,” and together with the Pre-Funded Warrant Shares, the “PIPE Warrant Shares”), at a purchase price of $1.749 per Pre-Funded Warrant and Ordinary Share Warrant. The Pre-Funded Warrants will have an exercise price of $0.001 per Ordinary Share and the Ordinary Share Warrants have an exercise price of $1.925 per Ordinary Share and each will become exercisable upon the Company’s receipt of shareholder approval to increase the number of its authorized Ordinary Shares, pursuant to the Company’s Amended and Restated Articles of Association, and will expire, in the case of the Ordinary Share Warrants, four years thereafter. In connection with the PIPE Offering, the Company also entered into a registration rights agreement with the several investors named in the Securities Purchase Agreement (the “Registration Rights Agreement”), which provides the investors customary registration rights in connection with the PIPE Warrant Shares. The gross proceeds of the PIPE Offering are expected to be approximately $17.24 million. The Company expects the PIPE Offering to close on or about October 6, 2022, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The gross proceeds to the Company from the Offerings are expected to be approximately $30.5 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offerings primarily for the development of EscharEx®, a scale up of its facilities, and for general corporate purposes. The Company may also use a portion of the net proceeds to in-license, invest in or acquire businesses, technologies, products or assets that it believes are complementary to its own, although it has no current plans, commitments or agreements with respect to any acquisitions or in-licenses at this time.

The Ordinary Shares offered in the Registered Direct Offering were offered by means of the Company's shelf registration statement on Form F-3 (File No. 333-265203), previously filed with the Securities and Exchange Commission (the "SEC") on May 25, 2022, and declared effective by the SEC on June 3, 2022 (the “Shelf Registration Statement”), the accompanying prospectus, dated June 3, 2022, and a prospectus supplement, dated September 22, 2022. A final prospectus supplement and accompanying prospectus relating to the Ordinary Shares being sold in the Registered Direct Offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov. and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at [email protected]

The Pre-Funded Warrants and the Ordinary Share Warrants offered in the PIPE Offering, and the PIPE Warrant Shares issuable thereunder, as well as the Warrants being sold to investors in the Registered Direct Offering and the Warrant Shares issuable thereunder, are being offered and sold in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable state securities laws. Accordingly, those securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement with the SEC registering the resale of the Pre-Funded Warrant Shares issued in the PIPE Offering and the Ordinary Share Warrants issued in the Offerings.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these Company securities, nor shall there be any sale of these Company 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.



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