Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2024

Commission File Number: 001-41641

SHL TELEMEDICINE LTD.

(Translation of registrant’s name into English)

90 Yigal Alon Street

Tel Aviv 67891, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

On September 24, 2024, SHL Telemedicine Ltd. (the “Company”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1. This Form 6-K is incorporated by reference into the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 9, 2023 (Registration No. 333-272546).

Exhibit

Description

99.1	Press release, dated September 24, 2024, issued by the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SHL Telemedicine Ltd.

	By:	/s/ Amir Hai
		Amir Hai
		Chief Financial Officer

September 24, 2024

Exhibit 99.1

Press release

Ad hoc announcement pursuant to Art. 53 LR

SHL to acquire remaining stake of Mediton

Tel Aviv / Zurich / New York, 24 September 2024 – SHL Telemedicine Ltd. (NASDAQ: SHLT; SIX Swiss Exchange: SHLTN) (“SHL” or the “Company”), a leading provider and developer of advanced personal telemedicine solutions, today announced the possible acquisition of the remaining stake of Mediton Group ("Mediton"). Mediton is a leading provider of healthcare services in Israel in the field of diagnostics, preventative healthcare, and medical opinions to institutional customers.

On 22 September 2024, Perluk – Medical Holdings Ltd., Haim Perluk and Orna Perluk, the main holders of the remaining ordinary shares of the Mediton Group ("Mediton")provided a Put Option Notice to SHL that they were exercising their right under the Share Purchase Agreement, dated August 25, 2021, among the Company, Mediton Medical Centers Chain Ltd. and Medishur Ltd. (the "Mediton SPA"), to require the Company to purchase all of the Sellers’ remaining holdings in Mediton. Previously, on August 31, 2021, SHL acquired 70% of the ordinary shares of Mediton. Pursuant to the Mediton SPA, the price to be paid for the ordinary shares are subject to the Put Option Right (the "Put Option Price") and is to be calculated based on a multiple of the average of the EBITDA of Mediton for 2022 and 2023, which are subject to certain adjustments. Such calculation should be agreed by the parties. SHL has sufficient financial resources to finance the transaction.

In accordance with Mediton's articles of association, in the event of purchasing the Seller's shares, SHL will also purchase all remaining shares of Mediton and, by that, will hold 100% of the outstanding ordinary shares of Mediton.

About SHL Telemedicine

SHL Telemedicine is engaged in developing and marketing personal telemedicine systems and the provision of medical call center services, with a focus on cardiovascular and related diseases, to end users and to the healthcare community. SHL Telemedicine offers its services and personal telemedicine devices to subscribers utilizing telephonic and Internet communication technology. SHL is listed on the SIX Swiss Exchange (SHLTN, ISIN: IL0010855885, Security No.: 1128957) and on the Nasdaq Stock Exchange (SHLT, ISIN: US78423T2006, CUSIP: 78423T200). For more information, please visit our web site at www.shl-telemedicine.com.

For further information please contact:

Fabienne Farner, IRF, Phone : +41 43 244 81 42, farner@irf-reputation.ch

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