As
filed with the Securities and Exchange Commission on January 30, 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
Medigus
Ltd.
(Exact
name of Registrant as specified in its charter)
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Israel
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Not
Applicable
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(State or other jurisdiction
of
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(IRS Employer
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incorporation or
Organization)
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Identification No.)
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7A
Industrial Park, P.O. Box 3030
Omer, 8496500,
Israel
(Address
of principal executive offices)
2013
Share Option and Incentive Plan
(Full
title of the plan)
Medigus
USA LLC
140
Town & Country Dr. Suite C, Danville CA 94526
+1
925-217-4677
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
With
copies to:
Shachar
Hadar, Adv.
Meitar
Liquornik Geva Leshem Tal
16 Abba Hillel Silver Rd.
Ramat
Gan 5250608 Israel
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer (Do not check if a smaller
reporting company) ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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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
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Title of Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Security
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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 1.00 per share
(1)
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5,330,000
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(2)
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$
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0.113875
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(3)
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$
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606,953.75
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(3)
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$
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74
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(1)
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American
Depositary Shares (the “
ADSs
”), evidenced by American Depositary Receipts, issuable upon deposit of the ordinary
shares registered hereby, par value NIS 1.00 per share
(the
“
Shares
”)
, of Medigus Ltd.
(the “
Registrant
”
or “
Company
”)
are registered on a separate registration statement on
Form F-6 (File No.
333-203937
). Each ADS represents twenty (20) Ordinary Shares
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(2)
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This
registration statement on Form S-8 (this “
Registration Statement
”) covers 5,330,000 Shares of the Registrant,
which may be issued under the Registrant’s 2013 Share Option and Incentive Plan (the “
Plan
”). In addition,
pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration
Statement shall also cover any additional ordinary shares that become issuable under the Plan by reason of any share dividend,
share split, recapitalization or similar transaction effected without the receipt of consideration which results in an increase
in the number of the Company’s outstanding Ordinary Shares.
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(3)
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Calculated
pursuant to Rule 457(c) and (h) under the Securities Act and based on the average of the high and low prices per share of the
Registrant’s ADSs as reported on the Nasdaq Capital Market on January 25, 2019, which was $2.2775 per ADS.
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EXPLANATORY
NOTE
This
Registration Statement registers an additional 5,330,000 Shares of the Company, which may be issued under the Plan. In accordance
with General Instruction E of Form S-8, the contents of the Company’s registration statements on Form S-8 (File No. 333-206803
and 333-221019) relating to the Plan, filed with the Securities and Exchange Commission (the “
Commission
”)
on September 8, 2015 and October 19, 2017, respectively, are incorporated herein by reference except for Items 3 and 8 of the
Company’s Registration Statement, which are included in this Registration Statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information*
Item
2. Registrant Information and Employee Plan Annual Information*
*The
documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee
plan annual information) will be sent or given to employees as specified by Commission Rule 428(b)(1). Such documents are not
required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the Commission by the Company, are incorporated herein by reference into this
Registration Statement:
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(a)
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The
Company’s Annual Report on Form 20-F for the fiscal year ended on December 31, 2017, filed with the Commission on March
22, 2018;
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(b)
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The
description of our ordinary shares, par value NIS 1.00 per share, and the American Depositary Shares representing the ordinary
shares, contained in our Registration Statement on Form 20-F filed with the SEC on May 7, 2015
;
and
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(c)
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Our
Reports on Form 6-K furnished to the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “
Exchange Act”
) on February 22, 2018, April 17, 2018, May 14, 2018, June 4, 2018 (exhibit 99.1
only), June 11, 2018 (exhibits 99.2 and 99.3 only), June 26, 2018 (exhibit 99.1 only), June 28, 2018, July 9, 2018, July 19, 2018,
July 23, 2018, July 31, 2018, August 1, 2018 (exhibit 99.1 only), August 16, 2018 (exhibit 99.1 only), August 30, 2018 (exhibit
99.2 and 99.3 only) September 20, 2018, October 22, 2018, November 14, 2018, November 20, 2018, November 28, 2018 (exhibit
99.2 and 99.3), November 29, 2018 (exhibit 99.1 only), December 6, 2018, December 18, 2018, January 4, 2018, January 9, 2018,
January 10, 2018, and January 23, 2018.
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In
addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, and certain Reports on Form 6-K furnished by the Company to the Commission (which indicate on their cover
pages that they are incorporated herein by reference), after the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that all securities have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded by documents or
reports subsequently filed or made.
Item
8. Exhibits
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all
of 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 Omer, Israel on the 30
th
day of January, 2019.
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Medigus LTD.
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By:
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/s/
Christopher (Chris) Rowland
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Name:
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Christopher (Chris) Rowland
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Title:
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Chief Executive Officer
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POWER
OF ATTORNEY
We,
the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Christopher (Chris) Rowland
and Oded Yatzkan, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them
singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith,
and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under
the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith,
with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
indicated as of the 30
th
day of January, 2019.
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Signature
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Title
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/s/
Christopher (Chris) Rowland
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Chief Executive Officer (principal executive
officer)
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Christopher (Chris) Rowland
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/s/
Oded Yatzkan
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Chief Financial Officer (principal financial
and accounting officer)
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Oded Yatzkan
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/s/
Benad Goldwasser
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Chairman of the Board of Directors
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Prof. Benad Goldwasser
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/s/
Eli Yoresh
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Director
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Eli Yoresh
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/s/
Eli Cohen
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Director
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Eli Cohen
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/s/
Ronen Rosenbloom
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Director
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Ronen Rosenbloom
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United
States of Medigus Ltd. has signed this Registration Statement on this 30
th
day of January, 2019.
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Medigus USA LLC
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By:
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/s/
Christopher (Chris) Rowland
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Name:
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Christopher (Chris) Rowland
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Title:
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Chief Executive Officer
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Exhibit 5.1
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Ramat Gan, January 30, 2018
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Our ref: 8081/1
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Medigus Ltd.
7A Industrial Park, P.O. Box 3030
Omer, 8496500
Israel
RE:
Registration
on Form S-8
Ladies and Gentlemen:
We
have acted as Israeli counsel to Medigus Ltd., a company organized under the laws of the State of Israel (the “
Company
”),
in connection with its filing of a registration statement on Form S-8 on or about January 30, 2019 (the “
Registration
Statement
”), under the Securities Act of 1933, as amended (the “
Securities Act
”), relating to the
registration of additional 5,330,000 of the Company’s ordinary shares, par value NIS 1.00 per share (the “
Shares
”),
which may be issued under the Company’s 2013 Share Option and Incentive Plan (the “
Plan
”).
In
our capacity as counsel to the Company, we have examined originals or copies, satisfactory to us, of the Company’s (i) Amended
and Restated Articles of Association, (ii) the Plan and (iii) resolutions of the Company’s compensation committee, board
of directors and shareholders. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents
submitted to us as copies or facsimiles. As to any facts material to such opinion, to the extent that we did not independently
establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives
of the Company. We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to
the laws of the State of Israel.
On
the basis of the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement, when
issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant
to the terms of the awards that may be granted under the Plan, 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 this opinion and such consent,
we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the
rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated
under the Securities Act.
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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/
s
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Meitar Liquornik Geva Leshem Tal
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Meitar Liquornik Geva Leshem Tal
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