As filed with the Securities and Exchange Commission
on July 8, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
G
Medical Innovations Holdings LTD.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
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Not applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
G Medical Innovations Holdings Ltd.
5 Oppenheimer St.
Rehovot 7670105, Israel
Tel: +972.8.9584777
(Address of Principal Executive Offices)
G Medical Innovations Holdings Ltd. Global Equity
Plan
(Full title of the plan)
G Medical Innovations USA Inc.
12708 Rita Vista Cir. Ste. A-103
Austin, TX 78727
Tel: 800.595.2898
(Name, Address and Telephone Number
of Agent for Service)
COPIES TO:
Oded Har-Even, Esq.
Eric Victorson, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: (212) 660-3000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
|
Smaller reporting company ☐ |
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Emerging growth company ☒ |
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. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required
in Part I of this registration statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1)
under the Securities Act of 1933, as amended, or the Securities Act, in accordance with the rules and regulations of the United States
Securities and Exchange Commission, or the Commission. Such documents are not being filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant tso Rule 424 of the Securities Act. These documents and the documents
incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, 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
by G Medical Innovations Holdings Ltd., or the Registrant, with the Commission under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, are incorporated by reference in and made a part of this registration statement, as of their respective dates:
| (a) | The Registrant’s annual
report for the fiscal year ended December 31, 2021 on Form 20-F, filed with the Commission on April 29, 2022; |
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(b) |
The Registrant’s Reports of Foreign Private Issuer on Form 6-K filed with the Commission on March 1, 2022, May 18, 2022, May 20, 2022, June 1, 2022, June 17, 2022 and July 7, 2022; and |
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(c) |
The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A (File No. 001-39674), filed by the registrant with the Commission under Section 12(b) of the Exchange Act on June 24, 2021, including any amendments or reports filed for the purpose of updating such description. |
In addition to the foregoing, all documents subsequently
filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered 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 part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference,
modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not
applicable.
Item 5. Interests of Named Experts and Counsel.
Not
Applicable.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to
which a company’s articles of association may provide indemnification of officers and directors, except to the extent that it may
be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences
of committing a crime.
Our Amended and Restated Memorandum and Articles
of Association provide that, to the maximum extent permitted by law, every current and former director and officer (excluding an auditor)
is entitled to be indemnified out of our assets against any liability, action, proceeding, claim, demand, costs, damages or expenses,
including legal expenses, which such indemnified person may incur in that capacity unless such liability arose as a result of the actual
fraud or wilful default.
A Cayman Islands company may also purchase insurance
for directors and certain other officers against liability incurred as a result of any negligence, default, breach of duty or breach of
trust in relation to the company. We to maintain director’s and officer’s liability insurance covering our directors and officers
with respect to general civil liability, including liabilities under the Securities Act of 1933, as amended, or the Securities Act, which
he or she may incur in his or her capacity as such. We have entered into indemnification agreements with each of our directors and officers
and our corporate secretary. Each such indemnification agreement provides the office holder with indemnification permitted under applicable
law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers insurance.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Item 9. Undertakings
| (a) |
The undersigned registrant hereby undertakes: |
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or
on behalf of the undersigned registrant; and
(iv) Any other communication that is
an offer in the offering made by the undersigned registrant to the purchaser.
| (b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, 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 Rehovot,
Israel on July 8, 2022.
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G MEDICAL INNOVATIONS HOLDINGS LTD. |
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By: |
/s/ Yacov Geva |
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Dr. Yacov Geva |
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Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned
officers and directors of G Medical Innovations Holdings Ltd., hereby severally constitute and appoint Dr. Yacov Geva and
Kobi Ben-Efraim and each of them, as our true and lawful attorney to sign for us and in our names in the capacities indicated below any
and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8 and to file the
same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney full power and authority
to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming our signatures to said amendments to this registration statement
signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement on Form S-8 has been signed below by the following persons in the
capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Yacov Geva |
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President and Chief Executive Officer |
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July 8, 2022. |
| Dr. Yacov Geva |
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(Principal Executive Officer) |
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| /s/ Kobi Ben-Efraim |
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Chief Financial Officer |
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July 8, 2022. |
| Kobi Ben-Efraim |
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(Principal Financial and Accounting Officer) |
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| /s/ Kenneth R. Melani |
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Director, Chairman of the Board of Directors |
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July 8, 2022. |
| Dr. Kenneth R. Melani |
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| /s/ Shuki Gleitman |
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Director |
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July 8, 2022. |
| Dr. Shuki Gleitman |
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| /s/ Brendan de Kauwe |
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Director |
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July 8, 2022. |
| Dr. Brendan de Kauwe |
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| /s/ Zeev Rotstein |
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Director |
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July 8, 2022. |
| Prof. Zeev Rotstein |
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| /s/ Urs Wettstein |
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Director |
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July 8, 2022. |
| Urs Wettstein |
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| /s/ Chanan Epstein |
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Director |
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July 8, 2022. |
| Chanan Epstein |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities
Act, as amended, the undersigned duly authorized representative in the United States of G Medical Innovations Holdings Ltd., has signed
this registration statement on July 8, 2022.
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G Medical Innovations USA Inc. |
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/s/
Yacov Geva |
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By: |
Dr. Yacov Geva |
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Its: |
Director |
II-5
Exhibit
5.1
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Our ref:
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AMCK/1062033/0004 |
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8 July 2022 |
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G Medical Innovations Holdings Ltd.
PO Box 10008, Willow House
Cricket Square, Grand Cayman
KY1-1104
Cayman Islands
|
| Dear Sirs |
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| G Medical Innovations Holdings Ltd. (the “Company”) |
We have acted as Cayman Islands legal counsel to the
Company in connection with the Company’s registration statement, as amended, on Form S-8 (the “Registration Statement”),
provided to us as filed with the United States Securities and Exchange Commission (the “Commission”)
under the United States Securities Act 1933, as amended (the “Securities Act”) on or around 8 July 2022 in relation to
the registration of 5,742,912 ordinary shares of par value US$0.09 each in the capital of the Company (the “Ordinary Shares”)
upon the granting of certain awards under the G Medical Innovations Holdings Ltd. 2016 Global Equity Incentive Plan (the “Global
Plan”), G Medical Innovations Holdings Ltd. – Israel Sub-Plan (the “Israel Sub Plan”) and G Medical Innovations
Holdings Ltd. – U.S. Sub-Plan (the “U.S. Sub Plan” and, together with the 2016 Plan and Israel Sub Plan, the “Plan”).
For the purposes of this Opinion, the term “Ordinary
Shares” includes those ordinary shares issuable above.
This Opinion is given only on the laws of the Cayman
Islands in force at the date hereof and is based solely on matters of fact known to us at the date hereof. We have not investigated the
laws or regulations of any jurisdiction other than the Cayman Islands. We express no opinion as to matters of fact or, unless expressly
stated otherwise, the commercial terms of, or veracity of any representations or warranties given in or in connection with any of the
documents set out in Section 2.
In giving this Opinion we have reviewed originals,
copies, drafts, and certified copies of the documents set out in Section 2. This Opinion is given on the basis that the assumptions set
out in Section 3 (which we have not independently investigated or verified) are true, complete and accurate in all respects. In addition,
this Opinion is subject to the qualifications set out in Section 4.
Carey Olsen Singapore LLP
(Registration No. T15LL1127K) is a limited liability partership registered in Singapore under the Limited Liability Partnerships Act
(Chapter 163A)
When the Ordinary Shares have been issued by the Company
pursuant to the provisions of the Plan and duly recorded in the Company’s register of members and the subscription price of such
Ordinary Shares (being not less than the par value of the Ordinary Shares) has been fully paid, the Ordinary Shares will be validly issued,
fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in
connection with the issue of such shares).
The documents listed in this Section 2 are the only
documents and/or records we have examined and relied upon and the only searches and enquiries we have carried out for the purposes of
this Opinion.
| (a) |
The certificate of incorporation dated 21 August 2014 and the certificate of incorporation on change of name of the Company dated 28 December 2016, the amended and restated memorandum and articles of association (the “Memorandum and Articles”) as adopted on 25 March 2021, and the Register of Directors, in each case, of the Company. |
| (b) |
A certificate of good standing relating to the Company issued by the Registrar of Companies of the Cayman Islands (the “Registrar”) dated 13 May 2022. |
| (c) |
The Registration Statement. |
| (e) |
The signed written resolutions of the board of directors of the Company dated 26 December 2016 approving the Plan. |
| (f) |
The signed written resolutions of the board of directors of the Company dated 6 July 2022, and a signed confirmation certificate to us from the Company provided on 7 July 2022. |
We have assumed: (a) the Plan has been or will be
authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws
(other than, with respect to the Company, the laws of the Cayman Islands); (b) the Plan is, or will be, legal, valid, binding and enforceable
against all relevant parties in accordance with its terms under the laws of the Cayman Islands (the “Relevant Law”) and
all other relevant laws; (c) the choice of the Relevant Law as the governing law of the Plan has been made in good faith and would be
regarded as a valid and binding selection which will be upheld by the courts of any relevant jurisdiction (other than the Cayman Islands)
as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands); (d) the authenticity, accuracy
and completeness of all documents supplied to us, whether as originals or copies and of all factual representations expressed in or implied
by the documents we have examined; (e) that where we have been provided with a document in executed form or with only the signature page
of an executed document, that such executed document does not differ from the latest draft version of the document provided to us and,
where a document has been reviewed by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;
(f) all signatures, initials and seals are genuine; (g) the Memorandum and Articles remain in full force and effect and are unamended;
(h) the full power (including both capacity and authority), legal right and good standing of each of the parties (other than the Company
as a matter of Cayman law) to execute, date, unconditionally deliver and perform their obligations under the Plan; (i) that the Plan will
constitute legal, valid and binding obligations, enforceable in accordance with its terms of each of the parties (other than the Company
as a matter of Cayman law); (j) save for the Memorandum and Articles, there are no resolutions, agreements, documents or arrangements
which materially affect, amend or vary the transactions contemplated by the Registration Statement; (k) that the issuance and sale of
and payment for the Ordinary Shares, or exercise of warrants in respect of the Ordinary Shares, will be in accordance with the Plan and
the Registration Statement; (l) that no party is aware of any improper purpose for the issue of the Ordinary Shares; (m) no law or regulation
of any jurisdiction other than the Cayman Islands qualifies or affects this Opinion; (n) the validity and binding effect under the Relevant
Law and that the Registration Statement will be duly filed with and declared effective by the Commission; and (o) that the Registration
Statement (or any prospectus contained therein), when published/effective, will be in substantially the same form as that examined by
us for purposes of this Opinion.
This Opinion is subject to the following qualifications:
| (a) |
The register of members of a Cayman Islands company provides prima facie evidence of the legal ownership of registered shares in a company. No purported creation or transfer of legal title to Ordinary Shares is effective until the register of members is updated accordingly. However, an entry in the register of members may be subject to rectification (for example, in the case of fraud or manifest error). |
| (b) |
Any issue of Ordinary Shares that takes place after the commencement of the winding up of the Company is void unless consented to by the liquidator (in the case of a voluntary winding up of the Company) or the courts of the Cayman Islands (in the case of a court-supervised winding up of the Company). |
| (c) |
To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar within the time frame prescribed by law. |
This Opinion (and any obligations arising out of or
in connection with it) is given on the basis that it shall be governed by and construed in accordance with the current law and practice
in the Cayman Islands. By relying on the opinions set out in this Opinion the addressee(s) hereby irrevocably agree(s) that the courts
of the Cayman Islands are to have exclusive jurisdiction to settle any disputes which may arise in connection with this Opinion.
We are furnishing this Opinion as exhibit 5.1 to the
Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of
our name therein. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities
Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Yours faithfully
Carey Olsen Singapore LLP
