Medigus to Resell Polyrizon’s Future Products for Protection Against COVID-19 Spread and Other Biological Threats

 OMER, Israel, July 17, 2020 - 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 an investment agreement and a reseller agreement with Polyrizon Ltd., a private company engaged in developing biological gels for the purpose of protecting patients against biological threats.

As part of the reseller agreement Medigus receives an exclusive global license to resell the Polyrizon products, focusing on a unique Biogel for the protection from COVID-19 virus. The term of the license will be for four years, commencing upon receipt of sufficient FDA approvals for the lawful marketing and sale of the products globally. Medigus shall have the right to purchase the Polyrizon products on a cost plus 15% basis for the purpose of reselling the products worldwide. In consideration for the license, Polyrizon shall be entitled to receive annual royalty payments equal to 10% of Medigus annualized operating profit arising from the sale of the products.

Polyrizon develops highly differentiated biological gels to protect patients against biological threats and external pathogens. Future products will exploit Polyrizon’s Capture & Contain platform Technology to safely prevent allergens & virus intrusions through the upper airways and eye cavities.

In addition, Medigus and Polyrizon signed an ordinary share purchase agreement. The agreement includes investment of $10,000 and a loan of $94,000 that will be extended to Polyrizon. As such, Medigus will be issued shares representing 19.9% of the issued and outstanding share capital of Polyrizon, on a fully diluted basis excluding outstanding deferred shares. In addition, Medigus was granted the option, exercisable at its sole discretion, to invest an additional investment amount of US$1,000,000, in consideration for shares of Polyrizon such that following the additional investment, Medigus will own 51% of Polyrizon on a fully diluted basis excluding outstanding deferred shares. The options is exercisable until the earlier of April 23, 2023 or the consummation by Polyrizon of equity financing of at least US$500,000 based on a pre-money valuation of at least US$10,000,000.

Polyrizon’s products are meant to mitigate biological threats such as SARS-CoV-2, COVID-19, bacteria and more by providing protection from the spread and contamination of Coronavirus inhaled through the upper airways and eyes, using spray or eyedrops made of mucoadhesive biological gel (a gel that contains covalently bound specific Abs against SARS-CoV-2 specific surface proteins) aiming to lower the intrusion levels of the virus through the nasal and buccal cavities for several hours. Similarly, the products may provide protection from airborne allergens through the upper airways and eyes, reducing the allergic reaction due to a lower amount of allergens reaching its target cells.