MDGS Medigus Ltd

^* Includes (i) 4,433,920 Shares underlying 221,696 American Depositary Shares of the Issuer (“ADSs”), each of which represents 20 Shares, and (ii) 1,500,000 Shares underlying 75,000 Series C Warrants, each of which is exercisable into 1 ADS.

^# Includes (i) 4,587,920 Shares underlying 229,396 ADSs (of which 7,700 ADSs are directly owned by Mr. Silberman), and (ii) 1,500,000 Shares underlying 75,000 Series C Warrants.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the election of Eli Cohen, Benad Goldwasser, Ronen Rosenbloom and Eli Yoresh to the Board of Directors of the Issuer (the “Board”) at the annual general meeting of shareholders of the Issuer held on September 20, 2018 (the “Annual Meeting”), as described in further detail in Item 4 below, such individuals are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3. Pure Capital and Kfir Silberman will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of Pure Capital and Mr. Silberman is party to the Joint Filing Agreement, as further described in Item 6.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer purchased by Pure Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Of the Shares beneficially owned by Pure Capital, (i) 4,433,920 of such Shares (representing Shares underlying 221,696 ADSs) have an aggregate purchase price of approximately $736,133, excluding brokerage commissions, and (ii) 670,000 of such Shares have an aggregate purchase price of NIS 417,250, excluding brokerage commissions. The 75,000 Series C Warrants owned by Pure Capital, each of which has an exercise price of $3.50 to receive one ADS, have an aggregate purchase price of $66,257, excluding brokerage commissions.

The securities purchased by Messrs. Silberman and Yoresh and Prof. Goldwasser were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 154,000 Shares directly beneficially owned by Mr. Silberman (representing Shares underlying 7,700 ADSs) is approximately $24,557, excluding brokerage commissions. The aggregate purchase price of the 261,290 Shares directly beneficially owned by Prof. Goldwasser is approximately NIS 162,000, excluding brokerage commissions. The aggregate purchase price of the 166,614 Shares directly beneficially owned by Mr. Yoresh is approximately NIS 115,647, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On September 20, 2018, the Issuer announced that all four of Pure Capital’s director nominees, Eli Cohen, Benad Goldwasser, Ronen Rosenbloom and Eli Yoresh, were elected to the Board at the Annual Meeting while the proposal to elect the Issuer’s director nominees was not approved. Accordingly, effective as of the end of the Annual Meeting, the Board is comprised of four members, consisting of Messrs. Cohen, Goldwasser, Rosenbloom and Yoresh.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 63,697,758 Shares outstanding as of August 15, 2018, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 16, 2018.

As of the close of business on September 25, 2018, Pure Capital beneficially owned 6,603,920 Shares, including 4,433,920 Shares underlying 221,696 ADSs and 1,500,000 Shares underlying 75,000 Series C Warrants, constituting approximately 10.1% of the Shares outstanding.

As of the close of business on September 25, 2018, Mr. Silberman, directly beneficially owned 154,000 Shares, consisting of Shares underlying 7,700 ADSs, constituting less than 1% of the Shares outstanding. Mr. Silberman, as the Chairman and Chief Executive Officer of Pure Capital, may be deemed to beneficially own the 6,603,920 Shares beneficially owned by Pure Capital, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 6,757,920 Shares, constituting approximately 10.4% of the Shares outstanding.

As of the close of business on September 25, 2018, Prof. Goldwasser directly beneficially owned 261,290 Shares, constituting less than 1% of the Shares outstanding.

As of the close of business on September 25, 2018, Mr. Yoresh directly beneficially owned 166,614 Shares, constituting less than 1% of the Shares outstanding.

As of the close of business on September 25, 2018, Messrs. Cohen and Rosenbloom did not beneficially own any Shares, constituting 0% of the Shares outstanding.

(b)       By virtue of his position with Pure Capital, Mr. Silberman and Pure Capital may be deemed to have sole power to vote and dispose of the Shares reported owned by Pure Capital.

Mr. Silberman has the sole power to vote and dispose of the Shares directly beneficially owned by him.

Prof. Goldwasser has the sole power to vote and dispose of the Shares directly beneficially owned by him.

Mr. Yoresh has the sole power to vote and dispose of the Shares directly beneficially owned by him.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market.

Item 6 is hereby amended to add the following:

On September 25, 2018, Pure Capital and Kfir Silberman entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

99.1       Joint Filing Agreement, dated September 25, 2018.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 25, 2018

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

^* Each ADS represents 20 Ordinary Shares.