As filed with the Securities and Exchange
Commission on June 28, 2022
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)
Kamada Ltd. 2011 Israeli Share Award Plan Appendix
– U.S. Taxpayer
(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 |
☐ |
Accelerated filer |
☒ |
| Non-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. ☐
EXPLANATORY NOTE
Kamada
Ltd. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional
1,400,000 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 (formerly known as the 2011 Israeli Share Option Plan) and its U.S.
Tax Payer Appendix adopted by the Registrant’s Board of Directors on February 28, 2022, 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); (iv) 760,000 Ordinary Shares
registered on the Registrant’s Form S-8 filed on February 6, 2018 (File No. 333-222891); and (v) 700,000 Ordinary Shares registered
on the Registrant’s Form S-8 filed on August 14, 2019 (File No. 333-233267) (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,
2021, filed with the Commission on March 15, 2022; |
| (b) | The Registrant’s Reports of Foreign Private Issuer on Form 6-K furnished to
the Commission on March 3, 2022, March 14, 2022, March 15, 2022 (three reports), April 26, 2022, May 11, 2022, May 17, 2022 (two reports)
and June 15, 2022. |
| (c) | The description of the Registrant’s ordinary shares contained in the Annual Report
on Form 20-F for the year ended December 31, 2021, filed with the Commission on March 15, 2022, including any amendment or report filed
for the purpose of updating such description. |
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 certain 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.
Item 8. Exhibits.
The exhibits listed on the
exhibit index at the end of this Registration Statement are included in this Registration Statement.
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 June 28, 2022.
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KAMADA LTD. |
| |
|
|
|
| |
By: |
/s/ Amir London |
| |
|
Name: |
Amir London |
| |
|
Title: |
Chief Executive Officer |
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 June 28, 2022, by the following persons in the capacities
indicated.
| Signature |
|
Title |
| |
|
|
| /s/ Amir London |
|
Chief Executive Officer (Principal Executive Officer) |
| Amir London |
|
|
| |
|
|
| /s/ Chaime Orlev |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
| Chaime Orlev |
|
|
| |
|
|
| /s/ Lilach Asher-Topilsky |
|
Chairman |
| Lilach Asher-Topilsky |
|
|
| |
|
|
| /s/ Leon Recanati |
|
Director |
| Leon Recanati |
|
|
| |
|
|
| /s/ Lilach Payorski |
|
Director |
| Lilach Payorski |
|
|
| |
|
|
| /s/ Amiram Boehm |
|
Director |
| Amiram Boehm |
|
|
| |
|
|
| /s/ Ishay
Davidi |
|
Director |
| Ishay Davidi |
|
|
| |
|
|
| /s/ Karnit Goldwasser |
|
Director |
| Karnit Goldwasser |
|
|
| |
|
|
| /s/ Jonathan Hahn |
|
Director |
| Jonathan Hahn |
|
|
| |
|
|
| /s/ Ari Shamiss |
|
Director |
| Ari Shamiss |
|
|
| |
|
|
| /s/ David Tsur |
|
Director |
| David Tsur |
|
|
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 June 28, 2022.
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Puglisi & Associates |
| |
|
|
|
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By: |
/s/ Donald J. Puglisi |
| |
|
Name: |
Donald J. Puglisi |
| |
|
Title: |
Managing Director |
INDEX TO EXHIBITS
| Item |
|
Exhibit |
| 4.1 |
|
Amended Articles of Association of the Registrant (incorporated by reference to Appendix A2 to the Proxy Statement for the 2016 Annual General Meeting of Shareholders, filed as Exhibit 99.1 to Form 6-K filed with the Securities and Exchange Commission on July 26, 2016). |
| 4.2 |
|
Memorandum of Association of the Registrant, as currently in effect (as translated from Hebrew) (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 15, 2013). |
| 5.1* |
|
Opinion of FISCHER (FBC & Co.) as to the legality of the Ordinary Shares being registered |
| 23.1* |
|
Consent of Kost Forer Gabbay & Kasierer, Certified Public Accountants, a member of Ernst & Young Global, an independent registered public accounting firm |
| 23.2* |
|
Consent of FISCHER (FBC & Co.) (included in Exhibit 5.1) |
| 24.1* |
|
Powers of Attorney (included on the signature pages to this Registration Statement). |
| 99.1 |
|
Kamada Ltd. 2011 Israeli Share Award Plan (incorporated by reference to Exhibit 4.25 of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 15, 2022) |
| 99.2 |
|
Kamada Ltd. 2011 Israeli Share Award Plan Appendix – U.S. Taxpayer (incorporated by reference to Exhibit 4.26 of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 15, 2022) |
| 107* |
|
Filing Fee Table |
6
EXHIBIT 5.1
June 28, 2022
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 additional 1,400,000 of its ordinary
shares, par value NIS 1.00 per share (the “Shares”) issuable pursuant to the Kamada Ltd. 2011 Israeli Share Award Plan (formerly
known as the Kamada Ltd. 2011 Israeli Share Option Plan) and the Kamada Ltd. 2011 Israeli Share Award Plan Appendix – U.S. Taxpayer
(together, 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) resolutions of the board of directors of the Company and 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.
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Very truly yours, |
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|
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/s/
FISCHER (FBC & Co.) |
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FISCHER (FBC & Co.) |