Medigus and Intellisense Solutions Agree to Securities Exchange Effecting a Merger of ScoutCam
OMER, Israel, Sept. 17, 2019 - Medigus Ltd. (NASDAQ:MDGS) (TASE:MDGS), a technology company developing minimally invasive tools and an innovator in direct visualization technology, today announced the signing of a securities exchange agreement with Intellisense Solutions Inc., a Nevada corporation whose shares of common stock are quoted on the OTC “Pink Sheets”. The transaction will result in Medigus’s wholly-owned subsidiary, ScoutCam Ltd., becoming a wholly-owned subsidiary of Intellisense, and in exchange Medigus will receive 60% of the issued and outstanding share capital of Intellisense.
The securities exchange agreement includes a number of conditions, among which is the requirement that Intellisense have at least $3,000,000 in cash on hand on the day of the closing of the agreement and that Intellisense bear the costs and expenses in connection with the execution of the agreement. Similarly, Intellisense has undertaken to secure at least $3,000,000 in funding prior to closing of the agreement, of which will be based on a pre-money valuation of $10,000,000 of Intellisense on a post-closing basis.
Additionally, the agreement provides that if ScoutCam achieves $33,000,000 in aggregate sales within the first three years immediately following the closing of the transaction, Intellisense will issue to Medigus additional shares of its common stock representing 10% of Intellisense’s outstanding share capital on the date of closing.
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.