Medigus Announces Pricing of Registered Direct
December 01 2016 - 7:30AM
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: placements@hcwco.com.
About MedigusMedigus 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 proposed offering,
risks related to unexpected costs, liabilities or delays in the
proposed 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 Beaudry/ Carrie Yamond
Lazar Partners Ltd.
212-867-1762
cbeaudry@lazarpartners.com
cyamond@lazarpartners.com
INVESTOR RELATIONS (U.S.):
David Carey
Lazar Partners Ltd.
212-867-1768
dcarey@lazarpartners.com
INVESTOR RELATIONS (Israel):
Iris Lubitch/ Noam Yellin
SmarTeam
972-3-6954333
Iris@Smartteam.co.il
Noam@Smartteam.co.il
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