Filing Details

Accession Number:
0001622627-24-000025
Form Type:
13G Filing
Publication Date:
2024-04-24 20:00:00
Filed By:
Rosalind Advisors, Inc.
Company:
Mediwound Ltd.
Filing Date:
2024-04-25
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Rosalind Advisors, Inc 0 485,990 0 485,990 485,990 6.92%
Steven Salamon 0 485,990 0 485,990 485,990 6.92%
Gilad Aharon 0 485,990 0 485,990 485,990 6.92%
Rosalind Master Fund 0 485,990 0 485,990 485,990 6.92%
Filing

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No: 02)

Under the Securities Exchange Act of 1934

MEDIWOUND LTD.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

M68830104

(CUSIP Number)

March 31, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 2 of 9 Pages

 

 

 

 

 

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Advisors, Inc.

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER  
 
0

 

6.

 

SHARED VOTING POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

7.

 

SOLE DISPOSITIVE POWER
 
0

 

8.

 

SHARED DISPOSITIVE POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.92%1

 

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

CO

 

 

 

 

 

 

 


1 This percentage is calculated based upon 9,221,764 shares of the Issuer’s common stock outstanding as of December 31st, 2023 in accordance with 10-F filed on March 21st, 2024.


 

NYC#: 139632.2

 


CUSIP No. M68830104

 

13G/A

 

Page 3 of 9 Pages

 

 

 

 

 

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Steven Salamon

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER
 
0

 

6.

 

SHARED VOTING POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

7.

 

SOLE DISPOSITIVE POWER
 
0

 

8.

 

SHARED DISPOSITIVE POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.92%

 

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

IN

 

 

 

 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 4 of 9 Pages

 

 

 

 

 

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gilad Aharon

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER
 
0

 

6.

 

SHARED VOTING POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

7.

 

SOLE DISPOSITIVE POWER
 
0

 

8.

 

SHARED DISPOSITIVE POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.92%

 

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

IN

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 5 of 9 Pages

 

 

 

 

 

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Master Fund L.P.

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER
 
0

 

6.

 

SHARED VOTING POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

7.

 

SOLE DISPOSITIVE POWER
 
0

 

8.

 

SHARED DISPOSITIVE POWER
 
485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

 

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

485,990 shares of Common Stock

163,265 shares of Common Stock issuable upon exercise of warrants

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.92%

 

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

PN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 6 of 9 Pages

 

 

 

 

 

Item 1.

 

(a)

Name of Issuer: MEDIWOUND LTD.

 

 

 

 

(b)

Address of Issuer’s Principal Executive Offices
42 Hayarkon Street, Yavne, Israel 8122745

 

 

 

Item 2.

 

(a)

Name of Person Filing

Rosalind Advisors, Inc. (“Advisor” to RMF)

Rosalind Master Fund L.P. (“RMF”)

Steven Salamon (“President”)

Steven Salamon is the portfolio manager of the Advisor which advises RMF.

Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.

 

 

 

 

 

(b)

Address of the Principal Office or, if none, residence
Rosalind Advisors, Inc.

15 Wellesley Street West

Suite 326

Toronto, Ontario

M4Y 0G7 Canada

 

Rosalind Master Fund L.P.

P.O. Box 309

Ugland House, Grand Cayman

KY1-1104, Cayman Islands

 

Steven Salamon

15 Wellesley Street West

Suite 326

Toronto, Ontario

M4Y 0G7 Canada

 

Gilad Aharon

15 Wellesley Street West

Suite 326

Toronto, Ontario

M4Y 0G7 Canada

 

 

 

 

(c)

Citizenship
Rosalind Advisors, Inc.: Ontario, Canada

Rosalind Master Fund L.P.: Cayman Islands

Steven Salamon: Ontario, Canada

Gilad Aharon: Ontario, Canada

 

 

 

 

(d)

Title of Class of Securities
Common Stock

 

 

 

 

(e)

CUSIP Number
M68830104


 

NYC#: 139632.2

 


 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 7 of 9 Pages

 

 

 

 

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

 

 

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(d)

¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

 

 

 

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

 

 

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

 

 

 

 

(j)

¨

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

 

 

 

 

(a)

 

Amount beneficially owned:  

 

The information as of the date of the event which requires filing of this statement required by Items 5(a) – (c) is set forth in Rows 7 – 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The percentage set forth in Row 13 of the cover page for each Reporting Person is based upon 9,221,764 Ordinary shares of the Issuer’s common stock outstanding as of December 31, 2023 as reported by the Issuer on the 10-F filed on March 21, 2024.

Rosalind Master Fund L.P. is the record owner of 485,990 shares of common stock and 163,265 shares of Common Stock issuable upon exercise of warrants.

Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF.  Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF.  Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.  

 

 

 

 

 

 

(b)

 

Percent of class:  

Rosalind Advisors, Inc. – 6.92%

Rosalind Master Fund L.P. – 6.92%

Steven Salamon – 6.92%

 

 

 

 

 


 

NYC#: 139632.2

 


 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 8 of 9 Pages

 

 

 

 

 

 

(c)

 

Number of shares as to which the person has:  

 

 

 

(i)

Shared power to vote or to direct the vote  

Rosalind Advisors, Inc. – 485,990 shares of Common Stock

Rosalind Master Fund L.P. – 485,990 shares of Common Stock

Steven Salamon – 485,990 shares of Common Stock

Gilad Aharon - 485,990 shares of Common Stock

 

 

 

 

 

 

 

 

(ii)

Sole power to dispose or to direct the disposition of  – 0

 

 

 

 

 

 

 

 

(iii)

Shared power to dispose or to direct the disposition of  

Rosalind Advisors, Inc. – 485,990 shares of Common Stock

Rosalind Master Fund L.P. – 485,990 shares of Common Stock

Steven Salamon – 485,990 shares of Common Stock

Gilad Aharon - 485,990 shares of Common Stock

 

 

 

 

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Item 7 – 9.  Not Applicable


 

NYC#: 139632.2

 


 

 

 

 

 

CUSIP No. M68830104

 

13G/A

 

Page 9 of 9 Pages

 

 

 

 

 

Item 10.  Certification.

 

 

 

 

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

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.

 

4/25/2024

Date

 

 

Signature

 

Steven Salamon/President Rosalind Advisors, Inc.

Name/Title

 

 

Exhibit A

Joint Filing Agreement

 

The undersigned hereby agree that this Statement on Schedule 13G/A with respect to the beneficial ownership of shares of Common Stock of MEDIWOUND LTD. is filed jointly, on behalf of each of them.

 

 

Rosalind Advisors, Inc.

By: _____________________________

Name: Steven Salamon

Title: President

 

Rosalind Master Fund L.P.

By: _____________________________

Name: Mike McDonald

Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)

 

By: _____________________________

Name: Steven Salamon


 

NYC#: 139632.2