Medigus and Intellisense Close Merger
OMER, Israel, Jan. 02, 2020 - Medigus Ltd. (NASDAQ:MDGS) (TASE:MDGS), a technology company developing minimally invasive tools and an innovator in direct visualization technology, today announced that it consummated its securities exchange agreement with Intellisense Solutions Inc. (OTC: INLL), a Nevada corporation, pursuant to which Medigus assigned, transferred and delivered to Intellisense 100% of its ownership in its wholly-owned subsidiary, ScoutCam Ltd., and in exchange Medigus received (i) common stock representing 60% of Intellisense’s issued and outstanding share capital as of the closing, and (ii) in the event ScoutCam achieves $33,000,000 in aggregate sales within the first three years immediately following the closing of the transaction, Medigus will receive additional shares of Intellisense’s common stock representing 10% of its outstanding share capital as of the date of closing. Medigus previously announced the signing of the securities exchange agreement on September 17, 2019.
Concurrent with the closing of the transaction, Intellisense secured an investment of $3.3 million based on a company post-money valuation of $13.3 million into the post-closing company of which Medigus now holds 60% on an issued and outstanding basis. The aggregate value of the shares issued to Medigus in the post-closing company is approximately $8 million.
“The closing of this transaction signifies an important milestone for both Medigus and ScoutCam,” said Professor Benad Goldwasser, outgoing chairman of the Medigus board of directors. “We look forward to ScoutCam’s continued growth following this latest influx of funding, and, as a 60% stockholder, Medigus will to enjoy the return.”
As a result of the transaction, and subject to certain pending regulatory and governmental approvals, Intellisense will change its name to “ScoutCam Inc.” and symbol to “SCTC”, and will remain quoted on the OTCQB.
In connection with the consummation of the transaction, on December 31, 2019, Professor Benad Goldwasser informed Medigus that he will be stepping down as chairman of the board of directors in order to concentrate his time and efforts on ScoutCam’s current and future business endeavors.
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.