Eric Spindel, Esq.
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Yigal Arnon & Co.
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1 Azrieli Center
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Tel Aviv, 67021 Israel
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Tel: 972-3-608-7757
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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(Do not check if a smaller reporting company)
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Title of Securities to be Registered
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Amount to be Registered (2)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Ordinary Shares, par value NIS 0.01 per share (1)
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13,197,500 | (4) | $ | 0.08 | (3) | $ | 1,055,800 | $ | 122.69 | |||||||
Ordinary Shares, par value NIS 0.01 per share (1)
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3,850,000 | (5) | $ | 0.21 | (6) | $ | 808,500 | $ | 93.95 | |||||||
Ordinary Shares, par value NIS 0.01 per share(1)
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2,952,500 | (5) | $ | 0.14 | (7) | $ | 413,350 | $ | 48.04 | |||||||
TOTAL:
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20,000,000 | $ | 264.68 |
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(1)
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American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), issuable upon deposit of the ordinary shares registered hereby, par value NIS 0.01 per share (“Ordinary Shares”), of Medigus Ltd. (the “Registrant”) are registered on a separate registration statement on Form F-6 (File No.
333-203937
). Each ADS represents fifty (50) Ordinary Shares.
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(2)
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Pursuant to Rule 416(a) and Rule 416(b) of the Securities Act of 1933, as amended, this registration statement also covers such indeterminate number of Ordinary Shares as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions pursuant to the terms of the Medigus Ltd. 2003 Share Option and Incentive Plan (the “Plan”)
.
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(3)
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The proposed maximum offering price per share as to shares authorized for issuance pursuant to future awards solely for the purpose of calculating the registration fee, pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low prices for the Registrant’s ADR’s (each of which represent 50 ordinary Shares) on the Nasdaq Capital Market on September 2, 2015.
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(4)
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Represents Ordinary Shares that may be issued pursuant to future awards under the Plan.
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(5)
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Represents Ordinary Shares underlying options previously granted under the Plan. To the extent outstanding options terminate, expire or otherwise cease to exist without having been exercised, the Ordinary Shares issuable upon exercise of such options will become available for future issuance.
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(6)
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In accordance with Rule 457(h), the maximum offering price per share in connection with issued options is the option exercise price of NIS 0.83 per share (initially expressed in New Israeli Shekels) converted to U.S. dollars at a rate of NIS 3.9330 per $1.00, the representative rate of exchange as of September 7, 2015, as published by the Bank of Israel.
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(7)
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In accordance with Rule 457(h), the maximum offering price per share in connection with issued options is the option exercise price of NIS 0.537 per share (initially expressed in New Israeli Shekels) converted to U.S. dollars at a rate of NIS 3.9330 per $1.00, the representative rate of exchange as of September 7, 2015, as published by the Bank of Israel.
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·
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The Registrant’s Registration Statement on Form 20-F filed with the SEC on May 7, 2015; and
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·
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The Registrant’s Current
Reports on Form 6-K
filed with the Commission on
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-
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May 18, 2015;
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-
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June 1
, 2015 (attaching the Registrant’s unaudited consolidated financial results for the three-month period ending March 31, 2015);
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-
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July 13, 2015;
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-
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August 3, 2015
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1.
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partially or fully, exempt in advance, an office holder of the company from his responsibility for damages caused by the breach of his duty of care to the company, except for damages caused to the company due to any breach of such office holder’s duty of care towards the company in a “distribution” (as defined in the Companies Law).
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2.
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enter into a contract to insure the liability of an office holder of the company by reason of acts or omissions committed in his capacity as an office holder of the company with respect to the following:
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(a)
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the breach of his duty of care to the company or any other person;
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(b)
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the breach of his fiduciary duty to the company to the extent he acted in good faith and had a reasonable basis to believe that the act or omission would not prejudice the interests of the company; and
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(c)
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monetary liabilities or obligations which may be imposed upon him in favor of other persons.
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3.
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indemnify an office holder of the company for:
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(a)
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monetary liabilities or obligations imposed upon, or actually incurred by, such officer holder in favor of other persons pursuant to a court judgment, including a compromise judgment or an arbitrator’s decision approved by a court, by reason of acts or omissions of such officer holder in his or her capacity as an office holder of the company;
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(b)
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reasonable litigation expenses, including attorneys’ fees, actually incurred by such office holder due to an investigation or a proceeding instituted against such office holder by an authority competent to administrate such an investigation or proceeding, and that was finalized without the filing of an indictment against such office holder and without any financial obligation imposed on such office holder in lieu of criminal proceedings, or that was finalized without the filing of an indictment against such office holder but with financial obligation imposed on such office holder in lieu of criminal proceedings of a crime which does not require proof of criminal intent, in each case by reason of acts of such officer holder in his or her capacity as an office holder of the company; and
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(c)
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reasonable litigation expenses, including attorney’s fees, actually incurred by such office holder or imposed upon him or her by a court, in an action, suit or proceeding brought against him or her by or on behalf of us or by other persons, or in connection with a criminal action from which he or she was acquitted, or in connection with a criminal action which does not require criminal intent in which he was convicted, in each case by reason of acts or omissions of such officer holder in his or her capacity as an office holder.
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i.
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sub-section 3(a) above, provided such undertaking is limited to and actually sets forth the types of occurrences, which, in the opinion of the company’s board of directors based on the current activity of the company, are, at the time such undertaking is provided, foreseeable, and to an amount and degree that the board of directors has determined is reasonable for such indemnification under the circumstances; and
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ii.
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sub-sections 3(b) and 3(c) above.
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o
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a breach of his fiduciary duty, except to the extent described above;
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o
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a breach of his duty of care, if such breach was done intentionally, recklessly or with disregard of the circumstances of the breach or its consequences, but excluding a breach due to negligence only;
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o
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an act or omission done with the intent to unlawfully realize personal gain; or
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o
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a fine or monetary settlement imposed upon him.
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Exhibit No.
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Exhibit
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4.1
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Deposit Agreement, dated May 15, 2015, among Medigus Ltd, The Bank of New York Mellon, as depository, and the holders from time to time of shares, including the form of American Depositary Receipt contained therein (incorporated by reference to the Medigus Ltd. Registration Statement on Form F-6 (Reg. No. 333-
203937
))
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4.2
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Articles of Association of Medigus Ltd. as amended on September 29, 2013 and on May 6, 2015 - unofficial translation to English from Hebrew original) (incorporated by reference to Exhibit 1.1 to our Registration Statement on Form 20-F filed on May 7, 2015)
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4.3
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2013 Share Option and Incentive Plan (incorporated by reference to Exhibit 4.6 to our Registration Statement on Form 20-F filed on May 7, 2015).
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5.1
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Opinion of Yigal Arnon & Co.
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23.1
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Consent of Yigal Arnon & Co. (included in the opinion filed as Exhibit 5.1).
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23.2
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Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Medigus Ltd.
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24.1
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Power of Attorney (set forth on signature page).
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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MEDIGUS LTD.
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By:
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/s/ Christopher (Chris) Rowland | ||
Christopher (Chris) Rowland
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Director and Chief Executive Officer
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/s/ Christopher (Chris) Rowland
Christopher (Chris) Rowland
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Chief Executive Officer and Director
(principal executive officer)
Date: September 8, 2015
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/s/ Gilad Mamlok
Gilad Mamlok
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Chief Financial Officer
(principal financial and accounting officer)
Date: September 8, 2015
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/s/ Dr. Nissim Darvish
Dr. Nissim Darvish
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Chairman of the Board of Directors
Date: September 8, 2015
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/s/ Ori Hershkovitz
Ori Hershkovitz
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Director
Date: September 8, 2015
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/s/ Efrat Venkert
Efrat Venkert
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Director
Date: September 8, 2015
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/s/ Doron Birger
Doron Birger
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Director
Date: September 8, 2015
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/s/ Anat Naschitz
Anat Naschitz
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Director
Date: September 8, 2015
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Tel-Aviv, Israel
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/s /Kesselman & Kesselman
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September 8, 2015
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Certified Public Accountants (Isr.)
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A member firm of PricewaterhouseCoopers International Limited
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