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 2023
Commission File Number 001-37381
MEDIGUS LTD.
(Translation of registrant’s name into English)
10 HaNechoshet Street, Tel-Aviv, 6971072, 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 December 14, 2023, Medigus
Ltd. issued a press release titled: “Medigus: Jeffs’ Brands Signs a Non-Binding Letter of Intent to acquire a 70% in a Laser-based Technology Company Developing Defense
Solutions Against Drone-based Visual Systems.” A copy of this press release is furnished herewith as Exhibit 99.1.
EXHIBIT INDEX
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 14, 2023 |
By: |
/s/ Tali Dinar |
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Tali Dinar |
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Chief Financial Officer |
2
Exhibit 99.1
Medigus:
Jeffs’ Brands Signs a Non-Binding Letter of Intent to acquire a 70% in a Laser-based Technology
Company Developing Defense Solutions Against Drone-based Visual Systems
The technology
solutions aim to neutralize visual systems such as cameras that are installed on drones, unmanned and manned aircrafts as well as other
devices with visual systems
Tel Aviv, Israel, Dec. 14, 2023 (GLOBE NEWSWIRE) -- Medigus Ltd. (Nasdaq: MDGS), a technology company engaged in advanced medical solutions, innovative internet technologies,
and electric vehicle and charging solutions, announced today that Jeffs’ Brands Ltd. (“Jeffs’ Brands”) (owned 34.87%
by Medigus) a data-driven E-commerce company operating on the Amazon Marketplace, has entered into a non-binding letter of intent (“LOI”)
with Sky Growth Partners Ltd. (“Sky Growth”), to invest in an innovative Digital Light Processing (DLP) laser-based system
for drone countermeasure solutions, initially for the defense sector (the “Investment”).
According to the LOI, Sky Growth will establish
and transfer all of its rights in the technology to a new Israeli company that will develop, manufacture and market the technology (“NewCo”).
Following an investment of $2 million by Jeffs’ Brands, it will hold a 70% equity interest in NewCo. In addition, pursuant to the
terms of the LOI, Jeffs’ Brands will establish a credit line of up to $250,000 bearing an annual interest of 8% for the utilization by
NewCo for a limited time period, subject to certain conditions as to be approved by the parties. The LOI also includes certain milestone
conditions that if achieved by NewCo, will grant the founders, for no additional consideration, additional equity interests in NewCo.
NewCo plans on developing a technological system
based on a pending patent. According to the LOI, NewCo will develop, manufacture and market an electro-optical defense system, based on
a laser combined with DLP, which, upon the successful completion of its development, will provide a stationary or mobile dynamic protection
system to disrupt the operation of cameras located on drones and unmanned or manned aircrafts that are remotely operated.
The system will be able to neutralize any visual
systems such as cameras that are installed on drones and other aerial and non-aerial objects. The laser-based system will potentially
be in use for defense and commercial applications, such as: neutralizing drone attacks, protecting against commercial espionage, strategic
infrastructure protection and more.
The Investment is subject to the successful completion
of due diligence by both parties, the execution of binding definitive agreements with respect to the Investment and compliance with any
regulatory requirements and approvals.
About Medigus
Based in Israel, Medigus Ltd. (Nasdaq: MDGS) is
a technology company focused on innovative growth partnerships, mainly in advanced medical solutions, digital commerce and electric vehicle
markets. Medigus’ affiliations in the medical solutions arena include ownership in Polyrizon Ltd. The Company’s affiliates in digital
commerce include Gix Internet Ltd., Jeffs’ Brands Ltd. and Eventer Technologies Ltd. In the electric vehicle market, Charging Robotics
Ltd. and Revoltz Ltd., by way of Fuel Doctor Holdings, Inc. are also part of the Company’s portfolio of technology solution providers.
To learn more about Medigus’ advanced technologies, please visit http://www.medigus.com/.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking
statements. Because such statements deal with future events and are based on Medigus’ current expectations, they are subject to
various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied
by the statements in this press release.
The forward-looking statements contained or implied
in this press release are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise
required by law, Medigus undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been
provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Medigus
is not responsible for the contents of third-party websites.
Company Contact:
Tali Dinar
Chief Financial Officer
+972-8-6466-880
ir@medigus.com
Investor Relations Contact:
Michal Efraty
Investor Relations, Israel
+972-(0)52-3044404
michal@efraty.com
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