Report of Foreign Issuer (6-k)
December 04 2017 - 6:09AM
Edgar (US Regulatory)
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 December 2017
Commission
File Number 001-37381
MEDIGUS
LTD.
(Translation of registrant’s name into English)
Omer
Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, 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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __
EXPLANATORY
NOTE
On
December 1, 2017, Medigus Ltd., or the Company, has entered into an exclusive distribution agreement with Micro-Tech Europe GmbH,
or the Agreement. Under the terms of the Agreement, Micro-Tech Europe GmbH, or Micro-Tech Europe, will act as the Company’s
exclusive distributor in the Federal Republic of Germany for a period of five years commencing as of December 1, 2017. The Agreement
requires Micro-Tech Europe to purchase minimum annual quantities of the Company’s products during the term of the Agreement.
Under the terms of the Agreement either party may, at its sole discretion, terminate the Agreement immediately upon the occurrence
of: (i) a failure of the other party to perform a material covenant, which is not cured within the time period set forth thereto,
(ii) a breach of the other party’s warranties or representations, which, if curable, is not cured within the time period
set forth thereto, or (iii) the other party’s insolvency, inability to pay debts, bankruptcy or was appointed a receiver;
provided, however, that such failure, breach, status or appointment, if curable, is not cured within the applicable period of
time set forth thereto. In addition, the Company may terminate the Agreement immediately, in the event Micro-Tech Europe: (a)
engages in a competing activity not in accordance with the terms of the Agreement, (b) does not order the minimum annual quantities
set forth under the Agreement, (c) has all or a substantial portion of its assets assigned, conveyed, or sold to an entity who
engages in a competing activity with the Company, or (d) otherwise does not comply with the terms of exclusivity or with its respective
warranty obligations.
In
connection with the Agreement, on December 3, 2017, the Company issued a press release titled: “Medigus Announces Distribution
Agreement with Micro-Tech Europe for the MUSE™ System in Germany.” A copy of this press release is furnished herewith
as exhibit 99.1.
This
Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-213280) and Form
S-8 (File No. 333-206803 and No. 333-221019).
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.
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MEDIGUS
LTD.
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Date:
December 4, 2017
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By:
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/s/
Oded Yatzkan
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Oded Yatzkan
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Chief
Financial Officer
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