As filed with the Securities and Exchange Commission on August 14, 2019

Registration No. 333-                         

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

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________

KAMADA LTD.
(Exact name of registrant as specified in its charter)

State of Israel
Not Applicable
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

2 Holzman Street
Weizmann Science Park
P.O Box 4081
Rehovot 7670402
Israel
(Address of Principal Executive Offices) (Zip Code)

Kamada Ltd. 2011 Israeli Share Award Plan
(formerly known as the Kamada Ltd. 2011 Israeli Share Option Plan)
(Full title of the plan)

Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885, Newark, Delaware 19715
(302) 738-6680
(Name, address and telephone number, including area code, of agent for service)

Copies to:

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☐
Non-accelerated filer ☐
Accelerated filer ☒
Smaller Reporting Company ☐
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
CALCULATION OF REGISTRATION FEE

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
Ordinary Shares, par value NIS 1.00
700,000 (2)
5.525( 3 )
$3,867,500
$468.741 (4)

(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)
Represents additional Ordinary Shares 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).

(3)
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$5.65 and US$5.40) of the Registrant’s Ordinary Shares as quoted on the Nasdaq Global Select Market on August 12, 2019.

(4)
Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, as follows: proposed maximum aggregate offering price multiplied by 0.0001212.

EXPLANATORY NOTE

Kamada Ltd. (the “ Registrant ”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 700,000 ordinary shares, par value NIS 1.00 per share, of the Registrant (the “ Ordinary Shares ”) issuable to eligible persons under the Registrant’s 2011 Israeli Share Award Plan, as amended (formerly known as the 2011 Israeli Share Option Plan), which Ordinary Shares are in addition to the (i) 1,043,633 Ordinary Shares registered on the Registrant’s Form S-8 filed on December 9, 2013 (File No. 333-192720); (ii) 500,000 Ordinary Shares registered on the Registrant’s Form S-8 filed on November 10, 2015 (File No. 333-207933); (iii) 200,000 Ordinary Shares registered on the Registrant’s Form S-8 filed on February 9, 2017 (File No. 333-215983); and (iv) 760,000 Ordinary Shares registered on the Registrant’s Form S-8 filed on February 6, 2018 (File No. 333-333-222891) (all such prior Forms S-8s, collectively, the “ Prior Form S-8s ”).
 
In accordance with General Instruction E of Form S-8, the contents of the Prior Form S-8s are incorporated herein by reference, including all exhibits filed therewith or incorporated therein by reference, and the information required by Part II is omitted, except as supplemented by the information set forth below.
 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information required by Part I is not filed as part of this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
 
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
 

(a)
The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on February 27, 2019;
 

(b)
The Registrant’s Reports of Foreign Private Issuer on Form 6-K furnished to the Commission on January 2, 2019, January 30, 2019, February 6, 2019, February 12, 2019, February 27, 2019, March 14, 2019, April 16, 2019, May 14, 2019, August 6, 2019 and August 8, 2019;
 

(c)
The description of the Registrant’s ordinary shares contained in the Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on February 27, 2019.
 
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all Reports of Foreign Private Issuer on Form 6-K furnished to the Commission subsequent to the date hereof, to the extent that such Reports indicate that information therein is incorporated by reference into this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
 
Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
2
Item 8.  Exhibits.

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
 
3
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rehovot, Israel on August 14, 2019.
 
 
 
KAMADA LTD.
 
 
 
 
 
By: 
/s/ Amir London
 
 
 
Name: Amir London
 
 
 
Title:   Chief Executive Officer
4
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir London and Chaime Orlev and each of them severally, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Kamada Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 14, 2019, by the following persons in the capacities indicated.
 
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/ Prof. Itzhak Krinsky, Ph.D
Prof. Itzhak Krinsky, Ph.D
Director
 
 
/s/ Efrat Makov
Efrat Makov
 
Director
 
 
/s/ Shmuel (Milky) Rubinstein
Shmuel (Milky) Rubinstein
 
Director
 

5
AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on August 14, 2019.
 
 
 
Puglisi & Associates
 
 
 
 
 
By: 
/s/ Donald J. Puglisi
 
 
 
Name: Donald J. Puglisi
 
 
 
Title:   Managing Director

6
INDEX TO EXHIBITS
 
Item   Exhibit

 


 

 

 

7
Exhibit 5.1
 
Tel. 972-3-69441111
Fax. 972-3-6091116
fbc@fbclawyers.com

August 14, 2019

Kamada Ltd.
2 Holzman Street
Science Park
P.O. Box 4081
Rehovot7670402
Israel

Ladies and Gentlemen:
 
We have acted as Israeli counsel to Kamada Ltd., a company organized under the laws of the State of Israel (the “Company”) in connection with its Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of an aggregate of 700,000 of its ordinary shares, par value NIS 1.00 per share (the “Shares”) issuable pursuant to the Kamada Ltd. 2011 Israeli Share Award Plan, as amended (formerly known as the Kamada Ltd. 2011 Israeli Share Option Plan) (the “Plan”).
 
In rendering the opinion expressed herein, we have examined the originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement; (ii) copies of the memorandum of association and the articles of association of the Company, as currently in effect; (iii) the Plan; and (iv) such other corporate records, resolutions, minutes, documents, certificates, agreements or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for this opinion.  We have also made inquiries of such officers and representatives as to factual matters as we have deemed relevant and necessary as a basis for this opinion.
 
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of such latter documents.  We have assumed the same to have been properly given and to be accurate.  We have also assumed the truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors which have been provided to us are true and accurate and have been properly prepared in accordance with the Company’s articles of association, as currently in effect, and all applicable laws.  In addition, we have assumed that the Company will receive the full consideration for the Shares.
 
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction.  This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
 
Based upon and subject to the forgoing and to the assumptions and qualifications set forth herein, we are of the opinion that the Shares have been duly and validly authorized for issuance under the Plan and subject to the requisite corporate approvals, when paid for and issued in accordance with the terms of the Plan and the grants thereunder, will be validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.
 
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
 
 
Very truly yours,

/s/ Fischer Behar Chen Well Orion & Co.
Fischer Behar Chen Well Orion & Co.



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to 2011 Israeli Share Award Plan (formerly known as the Kamada Ltd. 2011 Israeli Share Option Plan) of Kamada Ltd. of our reports dated February 27, 2019, with respect to the consolidated financial statements of Kamada Ltd. and the effectiveness of internal control over financial reporting of Kamada Ltd. included in its Annual Report (Form 20-F) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

 
/s/ KOST FORER GABBAY & KASIERER
A member of Ernst & Young Global
   
Tel Aviv, Israel
August 14, 2019