Medigus Announces $7.5 Million Public Offering

OMER, Israel, March 24, 2017 — Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, today announced the pricing of a best efforts public offering of 979,714 Class A Units at a purchase price per unit of $3.50 and of 1,163,144 Class B Units at an effective purchase price per unit of $3.50. Each Class A unit consists of (i) one American Depositary Share, or ADS, and (ii) one Series A warrant to purchase one ADS, and each Class B unit consists of (i) one pre-funded warrant to purchase one ADS, and (ii) one Series A warrant to purchase one ADS. The offering is expected to result in gross proceeds to the company of approximately $7.5 million.

The Series A warrants will have a term of five years, be exercisable immediately or six months following the issuance date and have an exercise price of $3.50 per ADS. The pre-funded warrants will be exercisable immediately and until exercised in full and have an exercise price of $0.01 per ADS.
Rodman & Renshaw, a unit of H.C. Wainwright & Co., is acting 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 March 29, 2017, subject to satisfaction of customary closing conditions.
Medigus intends to use the net proceeds from the offering for general corporate purposes.

The securities described above were offered pursuant to a registration statement on Form F-1 (File No. 333-216155), which was declared effective by the United States Securities and Exchange Commission (the SEC) on March 23, 2017.

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.

The securities may be offered only by means of a prospectus. The preliminary prospectus related to the offering has been filed with the SEC and a final prospectus related to the offering will be filed with the SEC. Copies of the preliminary prospectus and the final prospectus, when available, may be obtained at the SEC's website at http://www.sec.gov and may be also obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022 by calling (646) 975-6996 or emailing: placements@hcwco.com.