0001178913-15-000433.txt : 20150212 0001178913-15-000433.hdr.sgml : 20150212 20150212133609 ACCESSION NUMBER: 0001178913-15-000433 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 GROUP MEMBERS: PONTIFAX (CAYMAN) II L.P. GROUP MEMBERS: PONTIFAX (ISRAEL) II - INDIVIDUAL INVESTORS L.P. GROUP MEMBERS: PONTIFAX (ISRAEL) II L.P GROUP MEMBERS: PONTIFAX MANAGEMENT 2 G.P. (2007) LTD. GROUP MEMBERS: PONTIFAX MANAGEMENT II L.P. GROUP MEMBERS: RAN NUSSBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Macrocure Ltd. CENTRAL INDEX KEY: 0001606012 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88288 FILM NUMBER: 15604762 BUSINESS ADDRESS: STREET 1: 25 HASIVIM STREET CITY: PETACH TIKVA STATE: L3 ZIP: 4959383 BUSINESS PHONE: 972-3-923-5556 MAIL ADDRESS: STREET 1: 25 HASIVIM STREET CITY: PETACH TIKVA STATE: L3 ZIP: 4959383 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kariv Tomer CENTRAL INDEX KEY: 0001568077 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O ARNO THERAPEUTICS, INC. STREET 2: 200 ROUTE 31 NORTH, SUITE 104 CITY: FLEMINGTON STATE: NJ ZIP: 08822 SC 13G 1 zk1516234.htm SC 13G zk1516234.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________

SCHEDULE 13G
 (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2

Macrocure Ltd.
(Name of Issuer)

Ordinary Shares, Par Value NIS 0.01
 (Title of Class of Securities)

M67872107
 (CUSIP Number)

December 31, 2014
 (Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
 
o Rule 13d-1(c)
 
x 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 the disclosures provided in a prior cover page.
 
The information required in 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, as amended (the “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.M67872107
13G
Page 2 of 13 Pages
 
1.
NAMES OF REPORTING PERSONS
 
Pontifax (Cayman) II, L.P.
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
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
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
(1)           Includes 320,344 Ordinary Shares, in the aggregate, issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 

CUSIP No.M67872107
13G
Page 3 of 13 Pages
 
1.
NAMES OF REPORTING PERSONS
 
Pontifax (Israel) II, L.P.
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
3.
SEC Use Only
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
(1)           Includes 320,344 Ordinary Shares issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 
 
CUSIP No.M67872107
13G
Page 4 of 13 Pages
 
1.
NAMES OF REPORTING PERSONS
 
Pontifax (Israel) II—Individual Investors L.P.
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
3.
SEC Use Only
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
(1)           Includes 320,344 Ordinary Shares issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 

CUSIP No.M67872107
13G
Page 5 of 13 Pages

1.
NAMES OF REPORTING PERSONS
 
Pontifax Management II L.P.
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
3.
SEC Use Only
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
(1)           Includes 320,344 Ordinary Shares issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 
 
CUSIP No.M67872107
13G
Page 6 of 13 Pages
 
1.
NAMES OF REPORTING PERSONS
 
Pontifax Management 2 G.P. (2007) Ltd.
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
3.
SEC Use Only
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)           Includes 320,344 Ordinary Shares issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 

CUSIP No.M67872107
13G
Page 7 of 13 Pages
 
1.
NAMES OF REPORTING PERSONS
 
Ran Nussbaum
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
3.
SEC Use Only
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
(1)           Includes 320,344 Ordinary Shares issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 

CUSIP No.M67872107
13G
Page 8 of 13 Pages
 
1.
NAMES OF REPORTING PERSONS
 
Tomer Kariv
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                                          
 (a) o
 (b) o
3.
SEC Use Only
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
1,861,134 (1)
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
1,861,134 (1)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,861,134 (1)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.2% (2)
12.
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
(1)           Includes 320,344 Ordinary Shares issuable upon the exercise of warrants at an exercise price per share of 0.01 New Israeli Shekels, all of which are currently exercisable.

(2)           Percentage is based on 16,262,465 Ordinary Shares of the Issuer that were issued and outstanding as of November 28, 2014 (which information appeared in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, which was annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 

Item 1(a).  Name of Issuer:
 
The name of the issuer is Macrocure Ltd. (the “Issuer”).
 

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s executive offices are located at 25 Hasivim Street, Petach Tikva, 4959383, Israel.
 
 
Item 2(a).  Name of Persons Filing:
 
This Statement of Beneficial Ownership on Schedule 13G (this “Statement”), is being filed by each of: (i) Pontifax (Cayman) II, L.P., (ii) Pontifax (Israel) II, L.P., (iii) Pontifax (Israel) II—Individual Investors, L.P., (iv) Pontifax Management II, L.P. and (v) Pontifax Management 2 G.P. (2007) Ltd.  (the foregoing entities collectively, the “Reporting Entities”); (vi) Ran Nussbaum and (vii) Tomer Kariv (each such natural person, a “Reporting Individual,” and, together with the Reporting Entities, collectively, the “Reporting Persons”).

Pontifax (Cayman) II, L.P., Pontifax (Israel) II, L.P.  and Pontifax (Israel) II—Individual Investors L.P. directly beneficially own 909,789, 685,279 and 266,066, respectively, of the Ordinary Shares reported in this Statement (which includes, in the case of these respective entities, 156,584, 117,944  and 45,816 Ordinary Shares that are issuable upon exercise of warrants at an exercise price of 0.01 New Israeli Shekels (“NIS”) per share).

Pontifax Management II L.P. is the general partner of Pontifax (Cayman) II, L.P., Pontifax (Israel) II, L.P. and Pontifax (Israel) II—Individual Investors, L.P.

Pontifax Management 2 G.P. (2007) Ltd. is the general partner of Pontifax Management II L.P.

Mr. Nussbaum is a director of Pontifax Management 2 G.P. (2007) Ltd., and Mr. Kariv is the chief executive officer of Pontifax Management 2 G.P. (2007) Ltd.
 
 
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 
The principal business office of each of the Reporting Persons is 8 Hamanofim Street, Beit Ofek, Herzliya Pituach, Israel.
 
Item 2(c).   Citizenship:

Each of Pontifax Management 2 G.P. (2007) Ltd., Pontifax Management II L.P., Pontifax (Israel) II, L.P. and Pontifax (Israel) II—Individual Investors, L.P. are organized in Israel.  Pontifax (Cayman) II, L.P. is organized in the Cayman Islands. Each of the Reporting Individuals is a citizen of the State of Israel.
 
 
Item 2(d).   Title of Class of Securities:

This Statement relates to the ordinary shares, par value New Israeli Shekel (“NIS”) 0.01 per share (“Ordinary Shares”), of the Issuer.
 
 
 
 
 
 
Item 2(e).   CUSIP Number:

The CUSIP number of the Ordinary Shares is M67872107.
 

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)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
 o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
 o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
       
 
(i)
o
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)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
 
(k)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
                    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________
 
 
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.

With respect to each of the Reporting Persons:

 
(a)
Amount beneficially owned: 1,861,134 Ordinary Shares (includes 320,344 Ordinary Shares that are issuable upon exercise of warrants at an exercise price of NIS 0.01 per share, all of which are currently exercisable)
 
(b)
Percent of class: 11.2%*
 
(c)
Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 1,861,134
 
(iii)
Sole power to dispose of or to direct the disposition of: 0
 
(iv)
Shared power to dispose of or to direct the disposition of: 1,861,134
 
           * The percentage of beneficial ownership reflected in this Statement is based on 16,262,465 Ordinary Shares issued and outstanding as of November 28, 2014 (based on information appearing in the Issuer’s proxy statement, dated December 4, 2014, for its special general meeting of shareholders that took place on December 30, 2014, annexed as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K furnished by the Issuer to the SEC on December 4, 2014).
 
 
 
 
 
 
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: o.
 

Item 6.        Ownership of More Than Five Percent on Behalf of Another Person.
 
           The various limited partners of [Pontifax (Israel) II, L.P.], [Pontifax (Cayman) II, L.P.] and [Pontifax (Israel) II—Individual Investors L.P.] have the right to receive dividends from, and proceeds from the sale of, the 1,861,134 Ordinary Shares held by the Reporting Persons.
 

Item 7.       Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
           Not applicable.
 
 
Item 8.       Identification and Classification of Members of the Group.
 
           Not applicable.
 
 
Item 9.       Notice of Dissolution of Group.
 
           Not applicable.
 
 
Item 10.    Certifications.
 
           Not applicable.
 
 
 
 
 
 
SIGNATURE
 
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.
 
Date: February 12, 2015  
   
PONTIFAX MANAGEMENT 2 G.P. (2007) LTD.
  
     
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
   
PONTIFAX MANAGEMENT II L.P.
  
     
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
   
PONTIFAX (CAYMAN) II, L.P.
  
   
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
       
PONTIFAX (ISRAEL) II, L.P.
  
     
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
   
PONTIFAX (ISRAEL) II—INDIVIDUAL INVESTORS, L.P.
  
   
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
       
/s/ Ran Nussbaum
RAN NUSSBAUM
 
/s/ Tomer Kariv
TOMER KARIV

 
 EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm
Exhibit 1

JOINT FILING AGREEMENT
 
The undersigned parties hereby agree that this Schedule 13G filed herewith relating to the ordinary shares, par value NIS 0.01 per share, of Macrocure Ltd., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person.
                    
Date: February 12, 2015  
   
PONTIFAX MANAGEMENT 2 G.P. (2007) LTD.
  
     
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
   
PONTIFAX MANAGEMENT II L.P.
  
     
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
   
PONTIFAX (CAYMAN) II, L.P.
  
   
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
       
PONTIFAX (ISRAEL) II, L.P.
  
     
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
   
PONTIFAX (ISRAEL) II—INDIVIDUAL INVESTORS, L.P.
  
   
By:
  
/s/ Tomer Kariv
  
Name:
  
Tomer Kariv
  
Title:
  
Managing Partner
  
       
/s/ Ran Nussbaum
RAN NUSSBAUM
 
/s/ Tomer Kariv
TOMER KARIV