MediWound Ltd美股招股说明书(2025-09-30版)

PROSPECTUS SUPPLEMENT 1,734,105 Ordinary Shares MediWound Ltd. We are offering to certain institutional and accredited investors 1,734,105 ordinary shares (“ordinary shares”) in this offeringthrough this prospectus supplement and the accompanying prospectus. Our ordinary shares are listed on the Nasdaq Global Market under the symbol “MDWD.” On September 26, 2025, the lastreported sales price of our ordinary shares on the Nasdaq Global Market was $17.89 per share. We have retained H.C. Wainwright & Co., LLC (“Wainwright” or the “placement agent”) to act as our exclusive placementagent in connection with this offering. The placement agent has agreed to use its “reasonable best efforts” to arrange for the sale of ourordinary shares offered by this prospectus supplement and the accompanying prospectus, but the placement agent has no obligation topurchase or sell any of such ordinary shares or to arrange for the purchase or sale of any specific number or dollar amount of suchsecurities. There is no required minimum number of our ordinary shares that must be sold as a condition to completion of this offering. Offering Price Placement Agent Fees (1) Proceeds to us before offering expenses (1)Consists of a cash fee of 7.0% of the aggregate gross proceeds in this offering (to be decreased to 1.75% to 5.0% for certainidentified investors). In addition, we have agreed to pay the placement agent a non-accountable expense allowance of $85,000 andto pay certain clearing fees of $15,950. See “Plan of Distribution” beginning on page S-18 of this prospectus supplement foradditional information with respect to the compensation we will pay the placement agent. Investing in our ordinary shares involves a high degree of risk. Please read “Risk Factors” beginning on page S-4, and undersimilar headings in the other documents that are incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission,the Israel Securities Authority, nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Delivery of the ordinary shares is expected to be made on or about September 30, 2025, subject to customary closing conditions. H.C. Wainwright & Co. The date of this prospectus supplement is September 29, 2025 Table of Contents Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPRESENTATION OF FINANCIAL INFORMATIONMARKET, INDUSTRY AND OTHER DATACAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONTAXATIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Prospectus About this ProspectusMediWound Ltd.Risk FactorsForward-Looking StatementsUse of ProceedsSelling ShareholderDescription of SecuritiesDescription of Ordinary SharesDescription of Debt SecuritiesPlan of DistributionExpenses Associated with the RegistrationLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Documents By ReferenceEnforceability of Civil Liabilities ABOUT THIS PROSPECTUS SUPPLEMENT We provide information to you about this offering of ordinary sharesin two separate documents that are bound together: (1)this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying prospectus, datedMarch 19, 2025, which provides general information, some of which may not apply to this offering. Generally, when we refer to this“prospectus,” we are referring to both documents combined. If information in this prospectus supplement is inconsistent with theaccompanying prospectus, you should rely on this prospectus supplement. However, if any statement in one of these documents isinconsistent with a statement in another document having a later date‒for example, a document incorporated by reference in thisprospectus supplement‒the statement in the document having the later date modifies or supersedes the earlier statement, as ourbusiness, financial condition, results of operations and prospects may have changed since the earlier dates. You should rely only on the information contained in, or incorporated by reference into, this prospectus and in any freewriting prospectus that we may authorize for use in connection with this offering. We have not, and the placement agent has not,authorized any other person to provide you with different information. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and the placement agent is not, making an offer to sell or soliciting an offer to buyour securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitationis not qualifi