SEC Company Response from MediWound Ltd. (MDWD) (CIK 0001593984) (MDWD) — Apr 12, 2019
MediWound Ltd. (MDWD) (CIK 0001593984)
Date: April 12, 2019 · CIK: 0001593984 · Accession: 0001178913-19-001120
AI Filing Summary & Sentiment
File numbers found in text: 333-230490
Referenced dates: April 8, 2019
Letter
53rd at Third
885 Third Avenue
New York, New York 10022-4834
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
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April 12, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Tonya K. Aldave
Justin Dobbie
Re:
MediWound Ltd.
Registration Statement on Form F-3
Filed on March 25, 2019
File No. 333-230490
CIK No. 0001593984
Ladies and Gentlemen:
We are in receipt of the Staff’s letter dated April 8, 2019 with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). We are responding to the Staff’s comment on behalf of MediWound Ltd. (the “Company”) as set forth below.
For ease of reference, we have set forth the Staff’s comment and the Company’s response below. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.
General
1.
Please provide us with support for your conclusion that you are eligible to conduct a primary offering under General Instruction I.B.1 of Form F-3. In this regard, provide us with your calculation of the aggregate market value of the shares held by non-affiliates.
Response:
The Company respectfully advises the Staff that at the date of the filing of the Registration Statement on March 25, 2019, the Company determined that its unaffiliated market capitalization was $75 million or more consistent with the requirements of General Instruction I.B.1 of Form F-3 and the related instruction thereto. The key parameters for the calculation were as follows:
Closing share price on March 20, 2019 (date within 60 days of the filing date)
$5.24
Total outstanding shares on March 20, 2019
27,178,839 shares
Outstanding shares held by affiliates as of March 20, 2019:
Clal Biotechnology Industries Ltd.
9,429,555 shares
Gal Cohen
131,102 shares
Lior Rosenberg
1,850,572 shares
Other directors and officers
(each less than 1% holders per Form 20-F)
0 shares
Total outstanding shares on March 20, 2019 held by non-affiliates
15,767,610 shares
Total unaffiliated market capitalization on March 20, 2019
$82.2 million
By way of further explanation, the Company notes that the following shareholders, Wellington Management Group LLP, Migdal Insurance & Financial Holdings Ltd. and Yelin Lapidot, are not its affiliates. The Company confirms that they are not represented on its board and do not otherwise exercise control over, or are under common control with, the Company.
* * *
We hope the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact us at (212) 906-2916 with any questions or further comments you have regarding this filing or if you wish to discuss the above. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Nathan Ajiashvili
Show Raw Text
CORRESP 1 filename1.htm 53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Milan April 12, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Tonya K. Aldave Justin Dobbie Re: MediWound Ltd. Registration Statement on Form F-3 Filed on March 25, 2019 File No. 333-230490 CIK No. 0001593984 Ladies and Gentlemen: We are in receipt of the Staff’s letter dated April 8, 2019 with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). We are responding to the Staff’s comment on behalf of MediWound Ltd. (the “Company”) as set forth below. For ease of reference, we have set forth the Staff’s comment and the Company’s response below. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement. General 1. Please provide us with support for your conclusion that you are eligible to conduct a primary offering under General Instruction I.B.1 of Form F-3. In this regard, provide us with your calculation of the aggregate market value of the shares held by non-affiliates. Response: The Company respectfully advises the Staff that at the date of the filing of the Registration Statement on March 25, 2019, the Company determined that its unaffiliated market capitalization was $75 million or more consistent with the requirements of General Instruction I.B.1 of Form F-3 and the related instruction thereto. The key parameters for the calculation were as follows: Closing share price on March 20, 2019 (date within 60 days of the filing date) $5.24 Total outstanding shares on March 20, 2019 27,178,839 shares Outstanding shares held by affiliates as of March 20, 2019: Clal Biotechnology Industries Ltd. 9,429,555 shares Gal Cohen 131,102 shares Lior Rosenberg 1,850,572 shares Other directors and officers (each less than 1% holders per Form 20-F) 0 shares Total outstanding shares on March 20, 2019 held by non-affiliates 15,767,610 shares Total unaffiliated market capitalization on March 20, 2019 $82.2 million By way of further explanation, the Company notes that the following shareholders, Wellington Management Group LLP, Migdal Insurance & Financial Holdings Ltd. and Yelin Lapidot, are not its affiliates. The Company confirms that they are not represented on its board and do not otherwise exercise control over, or are under common control with, the Company. * * * We hope the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact us at (212) 906-2916 with any questions or further comments you have regarding this filing or if you wish to discuss the above. Thank you in advance for your cooperation in connection with this matter. Very truly yours, /s/ Nathan Ajiashvili Nathan Ajiashvili of LATHAM & WATKINS LLP cc: (via email) Gal Cohen, MediWound Ltd. Yaron Meyer, MediWound Ltd. Josh Kiernan, Latham & Watkins LLP