Medigus Announces Pricing of Registered Direct
OMER, Israel, November 30, 2016 — Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, today announced that it has entered into a definitive agreement with institutional investors providing for the issuance of 1,139,170 American depositary shares (ADS) at a purchase price per ADS of $0.67 in a registered direct offering.
Concurrently in a private placement, the Company will issue unregistered warrants to purchase up to 398,710 ADSs. The warrants will have a term of 5.5 years, be exercisable six months following the issuance date and have an exercise price of $0.90 per ADS. The offering is expected to result in gross proceeds of approximately $763,244.
Rodman & Renshaw, a unit of H.C. Wainwright & Co., acted as the exclusive placement agent in connection with this offering.
The closing of the sale of the securities is expected to take place on or about December 6, 2016, subject to satisfaction of customary closing conditions.
Medigus intends to use the net proceeds from the offering for general corporate purposes.
The ADSs described above were offered pursuant to a shelf registration statement on Form F-3 (File No. 333-213280), which was declared effective by the United States Securities and Exchange Commission (the SEC) on August 31, 2016. Such ADSs may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the ADSs issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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. When filed with the SEC, copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained at the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and accompanying prospectus relating to the offering may also be obtained from H.C. Wainwright & Co. by contacting H.C. Wainwright & Co., 430 Park Avenue, New York, NY 10022, email: firstname.lastname@example.org.