UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2020

 

Commission File Number 001-37381

 

MEDIGUS LTD.
(Translation of registrant’s name into English)

 

Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒  Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   __

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   __

 

 

 

 

 

EXPLANATORY NOTE

 

On December 16, 2020, Medigus Ltd. issued a press release titled: “Medigus Announces Exercise and Closing of Underwriter’s Over-Allotment Option.” A copy of this press release is furnished herewith as exhibit 99.1.

 

This report on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-238162 and No. 333-237774) and Form S-8 (File No. 333-206803, No. 333-221019 and No. 333-229429). 

  

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MEDIGUS LTD.
     
Date: December 16, 2020  By: /s/ Liron Carmel
    Liron Carmel
    Chief Executive Officer  

 

 

 

 

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EXHIBIT INDEX

 

Exhibit   Description
     
99.1   Press release titled: “Medigus Announces Exercise and Closing of Underwriter’s Over-Allotment Option,” dated December 16, 2020.

 

 

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Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Medigus Announces Exercise and Closing of Underwriter’s Over-Allotment Option

 

OMER, Israel, December 16, 2020 – Medigus Ltd. (Nasdaq, TASE: MDGS), a technology company engaged in advanced medical solutions and innovative internet technologies, today announced that the underwriter of its previously announced underwritten public offering has exercised, in full, their option to purchase an additional 1,064,774 ADSs at a price of $1.83 per ADS. Total gross proceeds to the Company from the offering, including the funds received from the prior closing and exercise of this option, are approximately $14.93 million, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. The offering was made pursuant to a F-1 registration statement previously filed with and declared effective by the Securities and Exchange Commission (SEC). A final prospectus and accompany registration statement relating to the offering were filed with the SEC and are available on the SEC’s website at www.sec.gov.

 

Aegis Capital Corp. acted as sole bookrunner for the offering.

 

A copy of the final prospectus and accompanying registration statement relating to the offering may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Medigus

 

Medigus is traded on the Nasdaq Capital Market and the TASE (Tel Aviv Stock Exchange). To learn more about the company’s advanced technology, please visit www.medigus.com.

 

Cautionary Note Regarding Forward Looking Statements

 

This press release may contain statements that are “Forward-Looking Statements,” which are based upon the current estimates, assumptions and expectations of the Medigus’ management and its knowledge of the relevant market. Medigus has tried, where possible, to identify such information and statements by using words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions and derivations thereof in connection with any discussion of future events, trends or prospects or future operating or financial performance, although not all forward-looking statements contain these identifying words. These forward-looking statements represent Medigus’ expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved, due to inter alia the spread of COVID-19 as well as the restriction deriving therefrom. By their nature, Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause future results of Medigus activity to differ significantly from the content and implications of such statements. Other risk factors affecting Medigus are discussed in detail in Medigus’ filings with the Securities and Exchange Commission. Forward-Looking Statements are pertinent only as of the date on which they are made, and Medigus undertakes no obligation to update or revise any Forward-Looking Statements, whether as a result of new information, future developments or otherwise. Neither Medigus nor its shareholders, officers and employees, shall be liable for any action and the results of any action taken by any person based on the information contained herein, including without limitation the purchase or sale of Medigus’ securities. Nothing in this press release should be deemed to be medical or other advice of any kind.

 

Investor Contact

 

Tatiana Yosef

Chief Financial Officer

+972-8-6466-880

ir@medigus.com