Medigus Announces Pricing of $10 Million Underwritten Public Offering
19 July 2018 - 8:00PM
Medigus Ltd. (“Medigus” or the “Company”) (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 an underwritten public offering of
2,837,674 units at a price of $3.50 per unit. Medigus expects
to receive aggregate gross proceeds of approximately $10 million
from the offering, assuming no exercise of the underwriter's option
to purchase additional securities. Each unit consists of (i) one
American Depositary Share, or ADS (or ADS equivalents), and (ii)
one Series C warrant to purchase one ADS. The ADSs (or ADS
equivalents) and the accompanying Series C warrants included in the
units can only be purchased together in this offering, but will be
issued separately and will be immediately separable upon
issuance.
The Series C warrants will have a term of five
years, be exercisable immediately and have an exercise price of
$3.50 per ADS. The Series C warrants will be listed on the
Nasdaq Capital Market under the symbol “MDGSW” and are expected to
begin trading on July 23, 2018.
H.C. Wainwright & Co. is acting as the sole
book-running manager for the offering.
In connection with the offering, Medigus has
granted the underwriter a 30-day option to purchase up to 425,651
additional ADSs and/or 425,651 Series C warrants to purchase up to
additional 425,651 ADSs. The offering is expected to close on or
about July 23, 2018, subject to customary closing conditions.
Medigus intends to use the net proceeds from the
offering for general corporate purposes.
A registration statement on Form F-1 relating to
the public offering of the securities described above was filed
with the Securities and Exchange Commission (“SEC”) and was
declared effective on July 18, 2018. The offering is being made
only by means of a prospectus forming part of the effective
registration statement. A preliminary prospectus relating to and
describing the terms of the offering has been filed with the SEC
and a final prospectus relating to the offering will be filed with
the SEC, and will be available on the SEC's website
at www.sec.gov. Copies of the final prospectus, when
available, may also be obtained from H.C. Wainwright & Co.,
LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by calling
(646) 975-6996 or by emailing placements@hcwco.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Medigus
Medigus is a medical device company specializing
in developing minimally invasive endosurgical tools and highly
innovative imaging solutions. They are the pioneer developer of the
MUSE™ system, an FDA cleared and CE marked endoscopic device to
perform Transoral Fundoplication (TF) for the treatment of GERD
(gastroesophageal reflux disease), one of the most common chronic
conditions in the world. In 2016, the CMS established the Category
I CPT® Code of 43210 for TF procedures, such as the ones performed
with MUSE, which establishes reimbursement values for physicians
and hospitals. MUSE is gaining adoption in key markets around the
world – it is available in world-leading healthcare institutions in
the U.S., Europe and Israel. Medigus is also in the process of
obtaining regulatory clearance in China. Medigus is traded on the
Nasdaq Capital Market and the TASE (Tel-Aviv Stock Exchange Ltd.).
To learn more about the company’s advanced technology, please visit
www.medigus.com or www.RefluxHelp.com This press release
may contain statements that are “Forward-Looking Statements,”
which are based upon the current estimates, assumptions and
expectations of the company’s management and its knowledge of the
relevant market. The company has tried, where possible, to identify
such information and statements by using words such as
“anticipate,” “believe,” “envision,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict,” “project,” “target,”
“potential,” “will,” “would,” “could,” “should,” “continue,”
“contemplate” and other similar expressions and derivations thereof
in connection with any discussion of future events, trends or
prospects or future operating or financial performance, although
not all forward-looking statements contain these identifying
words. These forward-looking statements represent Medigus’
expectations or beliefs concerning future events, and it is
possible that the results described in this news release will not
be achieved. By their nature, Forward-Looking Statements involve
known and unknown risks, uncertainties and other factors which may
cause future results of the company’s activity to differ
significantly from the content and implications of such statements.
These risks and other factors include but are not limited to the
company’s ability to satisfy all the conditions to the closing of
the public offering, risks associated with market conditions, risks
related to unexpected costs, liabilities or delays in the public
offering and the occurrence of any event, change or other
circumstances that could give rise to the termination of the
offering. Risk factors affecting the company are discussed in
detail in the company's filings with the Securities and Exchange
Commission. Forward-Looking Statements are pertinent only as of the
date on which they are made, and the company undertakes no
obligation to update or revise any Forward-Looking Statements,
whether as a result of new information, future developments or
otherwise. Neither the company nor its shareholders, officers and
employees, shall be liable for any action and the results of any
action taken by any person based on the information contained
herein, including without limitation the purchase or sale of
company securities. Nothing in this press release should be deemed
to be medical or other advice of any kind.
MEDIA CONTACT:Chantal BeaudryLazar Partners
Ltd.212-867-1762cbeaudry@lazarpartners.com
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