State of Israel
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Jaclyn Liu, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
(415) 268-7000
|
Raz Tepper, Adv.
Sharon Rosen, Adv.
Fischer Behar Chen Well
Orion & Co.
3 Daniel Frisch St.
Tel-Aviv 6473104, Israel
+972 3 6944111
|
Title of securities to
be registered
|
Amount to be
registered (1)
|
Proposed maximum offering price per share
|
Proposed maximum aggregate offering price
|
Amount of
registration fee (2)
|
||||||||||||
Ordinary Shares, par value NIS 1.00
|
530,660
|
(3)
|
$
|
4.93
|
(4)
|
$
|
2,613,501
|
$
|
325.38
|
|||||||
Ordinary Shares, par value NIS 1.00
|
229,340
|
(5)
|
$
|
6.08
|
(6)
|
$
|
1,395,229
|
$
|
173.71
|
|||||||
Total
|
760,000
|
N/A
|
$
|
4,008,730
|
$
|
499.09
|
(1) |
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of the Registrant’s ordinary shares, par value NIS 1.00 per share (the “
Ordinary Shares
”) that may be offered or issued pursuant to the Registrant’s 2011 Israeli Share Award Plan, as amended (formerly known as the 2011 Israeli Share Option Plan) by reason of stock splits, stock dividends or similar transactions.
|
(2) |
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: proposed maximum aggregate offering price multiplied by 0.0001245.
|
(3) |
Issuable under awards that may be granted in the future under the Registrant’s 2011 Israeli Share Award Plan (formerly known as the 2011 Israeli Share Option Plan).
|
(4) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and (c) under the Securities Act of 1933, as amended, based on the average of the high and low sale prices (US$5.10 and US$4.75) of the Registrant’s Ordinary Shares as quoted on the Nasdaq Global Select Market on February, 5 2018.
|
(5) |
Issuable under options previously granted under the Registrant’s 2011 Israeli Share Award Plan (formerly known as the 2011 Israeli Share Option Plan).
|
(6) |
Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, in the case of Ordinary Shares purchasable upon exercise of outstanding options, the proposed maximum offering price is the exercise price provided for in the respective option grant. The exercise prices of options granted under the Registrant’s 2011 Israeli Share Award Plan (formerly known as the 2011 Israeli Share Option Plan) are denominated in New Israeli Shekels and for purposes of calculation of the proposed maximum offering price have been converted into U.S. dollars based on the exchange rate reported by the Bank of Israel on February, 5, 2018, which was NIS 3.442 per US$1.00.
|
(a) |
The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on March 1, 2017;
|
(b) |
The Registrant’s Reports of Foreign Private Issuer on Form 6-K furnished to the Commission on January 23, 2017, February 6, 2017, February 8, 2017, February 21, 2017, May 16, 2017, May 24, 2017, June 5, 2017, June 7, 2017, June 12, 2017, June 22, 2017, July 20, 2017, July 27, 2017, July 28, 2017, August 1, 2017, August 2, 2017, August 25, 2017, August 28, 2017, August 30, 2017, September 6, 2017, September 7, 2017, September 18, 2017, October 26, 2017, November 1, 2017, November 6, 2016, November 13, 2017 (three reports), November 20, 2017, November 21, 2017, November 30, 2017, January 4, 2018 and January 8, 2018;
|
(c) |
The description of the Registrant’s ordinary shares contained in the Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on March 1, 2017.
|
|
KAMADA LTD.
|
|||
|
|
|
||
|
|
By:
|
/s/ Amir London
|
|
|
|
|
Name:
|
Amir London
|
|
|
|
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Amir London
Amir London
|
Chief Executive Officer (Principal Executive Officer)
|
|
/s/ Chaime Orlev
Chaime Orlev
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
/s/ Leon Recanati
Leon Recanati
|
|
Chairman
|
/s/ David Tsur
David Tsur
|
|
Active Deputy Chairman
|
/s/ Avraham Berger
Avraham Berger
|
Director
|
|
/s/ Dr. Michael Berelowitz
Dr. Michael Berelowitz
|
Director
|
|
/s/ Asaf Frumerman
Asaf Frumerman
|
Director
|
|
/s/ Jonathan Hahn
Jonathan Hahn
|
Director
|
|
/s/ Dr. Abraham Havron
Dr. Abraham Havron
|
Director
|
|
/s/ Prof. Itzhak Krinsky, Ph.D
Prof. Itzhak Krinsky, Ph.D
|
Director
|
|
/s/ Gwen A. Melincoff
Gwen A. Melincoff
|
Director
|
|
/s/ Shmuel (Milky) Rubinstein
Shmuel (Milky) Rubinstein
|
Director
|
|
Puglisi & Associates
|
|||
|
|
|
||
|
|
By:
|
/s/ Donald J. Puglisi
|
|
|
|
|
Name:
|
Donald J. Puglisi
|
|
|
|
Title:
|
Managing Director
|
Item
|
Exhibit
|
||
Tel. 972-3-6944111
|
Fax. 972-3-6091116
|
fbc@fbclawyers.com
|
|
Very truly yours,
Fischer Behar Chen Well Orion & Co.
|
|
/s/ KOST FORER GABBAY & KASIERER
A member of Ernst & Young Global
|