Securities Registration: Employee Benefit Plan (s-8)
10 August 2021 - 6:01AM
Edgar (US Regulatory)
Registration
No. 333 -_______
As
filed with the Securities and Exchange Commission on August 9, 2021
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Medigus
Ltd.
(Exact
name of Registrant as specified in its charter)
Israel
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Not Applicable
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(State or other jurisdiction
of
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(IRS Employer
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incorporation or Organization)
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Identification No.)
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7A
Industrial Park, P.O. Box 3030
Omer, 8496500,
Israel
(Address
of principal executive offices)
2013
Share Option and Incentive Plan
(Full
title of the plan)
Puglisi
& Associates
850
Library Avenue, Suite 204,
Newark,
DE, 19711, USA
Tel:
303-738-6680
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Shachar
Hadar, Adv.
Meitar
| Law Offices
16 Abba Hillel Silver Rd.
Ramat
Gan 5250608 Israel
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller
reporting company ☒
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Emerging
growth company ☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price Per
Security
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Ordinary Shares, of no par value
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43,000,000
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(2)
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$
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0.078
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(3)
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$
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3,354,000
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(3)
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$
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366
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(1)
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American Depositary Shares (the “ADSs”),
evidenced by American Depositary Receipts, issuable upon deposit of the ordinary shares registered hereby, of no par value (the
“Shares”), of Medigus Ltd. (the “Registrant”
or “Company”) are registered on a separate registration statement on Form F-6
(File No. 333-203937). Each ADS represents twenty (20) Ordinary Shares.
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(2)
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This registration statement on Form S-8 (this “Registration
Statement”) covers 43,000,000 Shares of the Registrant, which may be issued under the Registrant’s 2013 Share Option
and Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares that become issuable
under the Plan by reason of any share dividend, share split, recapitalization or similar transaction effected without the receipt of
consideration which results in an increase in the number of the Company’s outstanding Ordinary Shares.
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(3)
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Calculated pursuant to Rule 457(c) and (h) under the Securities
Act and based on the average of the high and low prices per share of the Registrant’s ADSs as reported on the Nasdaq Capital Market
on August 4, 2021, which was $ 1.5575 per ADS.
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EXPLANATORY
NOTE
This
Registration Statement registers an additional 43,000,000 Shares of the Company, which may be issued under the Plan. In accordance
with General Instruction E of Form S-8, the contents of the Company’s registration statements on Form S-8 (File No. 333-206803,
333-221019 and 333-229429) relating to the Plan, filed with the Securities and Exchange Commission (the “Commission”)
on September 8, 2015, October 19, 2017 and January 30, 2019, respectively, are incorporated herein by reference except for Items 3 and
8 of the Company’s Registration Statement, which are included in this Registration Statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information*
Item
2. Registrant Information and Employee Plan Annual Information*
*The
documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee plan
annual information) will be sent or given to employees as specified by Commission Rule 428(b)(1). Such documents are not required to
be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II
of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the Commission by the Company, are incorporated herein by reference into this Registration
Statement:
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(a)
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The Company’s
Annual Report on Form 20-F for the fiscal year ended on December 31, 2020, filed with the Commission on May 14, 2021, or the 2020
Form 20-F;
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(b)
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The
description of our ordinary shares, of no par value , and the American Depositary Shares representing the ordinary shares, contained
in our Registration Statement on Form 20-F filed with the SEC on May 7, 2015, as updated by Exhibit 2.3 to the 2020 Form 20-F, and
any amendment or report filed for the purpose of further updating that description;
and
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(c)
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Our
Report on Form 6-K furnished to the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) on January
11, 2021, January 13,
2021, January 14,
2021, January 19, 2021, January
26, 2021, February 9,
2021, February 11,
2021, February 12, 2021, March
1, 2021, March 8,
2021, March 8, 2021, March
16, 2021, June 1,
2021 and July 26, 2021.
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In
addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and certain Reports on Form 6-K furnished by the Company to the Commission (which indicate on their cover pages that they
are incorporated herein by reference), after the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing
or furnishing of such documents or reports, to the extent not superseded by documents or reports subsequently filed or made.
Item
8. Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Omer, Israel on the 9th day of August, 2021.
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Medigus LTD.
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By:
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/s/
Liron Carmel
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Name:
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Liron Carmel
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Title:
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Chief Executive Officer
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POWER
OF ATTORNEY
We,
the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Liron Carmel and Tali Dinar, and
each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in
our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to
said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file
or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto
said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying
and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue
of this Power of Attorney.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated
as of the 9th day of August, 2021.
Signature
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Title
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/s/ Liron
Carmel
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Chief Executive Officer (principal executive officer)
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Liron Carmel
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/s/ Tali
Dinar
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Chief Financial Officer (principal financial and accounting
officer)
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Tali Dinar
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/s/ Eliyahu
Yoresh
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Chairman of the Board of Directors
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Eliyahu Yoresh
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/s/ Kineret
Tzedef
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Director
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Kineret Tzedef
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/s/ Eli Cohen
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Director
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Eli Cohen
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/s/ Ronen
Rosenbloom
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Director
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Ronen Rosenbloom
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States
of Medigus Ltd. has signed this Registration Statement on this 9th day of August, 2021.
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Puglisi
& Associates
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By:
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/s/
Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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