Registration No. 333 -_______
As filed with the Securities and Exchange Commission
on August 24, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
Medigus Ltd.
(Exact name of Registrant as specified in its charter)
| Israel |
|
Not Applicable |
| (State or other jurisdiction of |
|
(IRS Employer |
| incorporation or Organization) |
|
Identification No.) |
10 HaNechoshet Street Tel-Aviv, 6971072, Israel
(Address of principal executive offices)
2013 Share Option and Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204,
Newark, DE, 19711, USA
Tel: 303-738-6680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
Shachar Hadar, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 5250608 Israel
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement
on form S-8 (the “Registration Statement) is being filed with the Securities and Exchange Commission (the “Commission”)
or the purpose of registering an additional 6,000,000 ordinary shares of no par value of the Company, which may be issued under Medigus’
(“the “Registrant” or Company”) 2013 Share Option and Incentive Plan (the “Plan”). In accordance
with General Instruction E of Form S-8, the contents of the Company’s registration statements on Form S-8 (File No. 333-206803,
333-221019, 333-229429 and 333-258624) relating to the Plan, filed with the Commission on September 8, 2015, October 19, 2017, January
30, 2019 and August 9, 2021, respectively, are incorporated herein by reference except for Items 3 and 8 of the Company’s Registration
Statement, which are included in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which
have been filed with the Commission by the Company, are incorporated herein by reference into this Registration Statement:
| |
(a) |
The Company’s Annual Report on Form 20-F for the fiscal year ended on December 31, 2022, filed with the Commission on May 3, 2023, or the 2022 Form 20-F; |
| |
(b) |
The description of our ordinary shares, of no par value, and the American Depositary Shares representing the ordinary shares, contained in the Company’s Annual Report on Form 20-F filed with the Commission on May 7, 2015, as updated by Exhibit 2.3 to the 2022 Form 20-F, and any amendment or report filed for the purpose of further updating that description; and |
| |
(c) |
Our Reports on Form 6-K furnished to the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on June 6, 2023, June 30, 2023, and August 8, 2023. |
In addition, all documents
subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and certain
Reports on Form 6-K furnished by the Company to the Commission (which indicate on their cover pages that they are incorporated herein
by reference), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents
or reports, to the extent not superseded by documents or reports subsequently filed or made.
Item 8. Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Tel-Aviv, Israel on the 24th day of August, 2023.
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Medigus Ltd. |
| |
|
| |
By: |
/s/ Liron Carmel |
| |
Name: |
Liron Carmel |
| |
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned
directors and/or officers of the Registrant, hereby severally constitute and appoint Liron Carmel and Tali Dinar, and each of them
singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names
in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said
registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person,
and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause
to be done by virtue of this Power of Attorney.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated
as of the 24th day of August, 2023.
| Signature |
|
Title |
| |
|
|
| /s/ Liron Carmel |
|
Chief Executive Officer (principal executive officer) |
| Liron Carmel |
|
|
| |
|
|
| /s/ Tali Dinar |
|
Chief Financial Officer (principal financial and accounting officer) |
| Tali Dinar |
|
|
| |
|
|
| /s/ Eliyahu Yoresh |
|
Chairman of the Board of Directors |
| Eliyahu Yoresh |
|
|
| |
|
|
| /s/ Kineret Tzedef |
|
Director |
| Kineret Tzedef |
|
|
| |
|
|
| /s/ Eli Cohen |
|
Director |
| Eli Cohen |
|
|
| |
|
|
| /s/ Ronen Rosenbloom |
|
Director |
| Ronen Rosenbloom |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Medigus Ltd. has
signed this Registration Statement on this 24th day of August, 2023.
| |
Puglisi & Associates |
| |
|
| |
By: |
/s/ Donald
J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
II-3
Exhibit 5.1
Ramat
Gan, August 24, 2023
Medigus Ltd.
10 HaNechoshet Street,
Tel-Aviv 6971072
Israel
RE: Registration on Form
S-8
Ladies and Gentlemen:
We
have acted as Israeli counsel to Medigus Ltd., a company organized under the laws of the State of Israel (the “Company”),
in connection with its filing of a registration statement on Form S-8 on or about August 23, 2023, (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of additional 6,000,000
of the Company’s ordinary shares, of no par value (the “Shares”), including
Shares that may be represented by American Depositary Shares (the “ADSs”), which may be issued under the Company’s
2013 Share Option and Incentive Plan (the “Plan”).
ADSs
that represent the Shares will be issued under the Deposit Agreement, dated May 15, 2015, as amended, by and among the Company, the Bank
of New York Mellon, as depositary, and the owners and holders from time to time of ADSs issued thereunder.
In
our capacity as counsel to the Company, we have examined originals or copies, satisfactory to us, of the Company’s (i) Amended and
Restated Articles of Association, as amended (the “Articles”), (ii) the Plan and (iii) resolutions of the Company’s
compensation committee and board of directors. In such examination, we have assumed the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all
documents submitted to us as copies or facsimiles. As to any facts material to such opinion, to the extent that we did not independently
establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of
the Company.
We
are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of
Israel.
On
the basis of the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement (including
Shares represented by ADSs), when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan
and, as the case may be, pursuant to the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we
do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities
Act.
This
opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments
that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions
expressed herein.
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Very truly yours, |
| |
|
| |
/s/ Meitar
| Law Offices |
| |
Meitar | Law Offices |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated May 3, 2023, relating to the consolidated financial statements of Medigus
Ltd. appearing in its Annual Report on Form 20-F for the year ended December 31, 2022.
/s/ Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
August 24, 2023
Exhibit 107
CALCULATION OF FEE TABLE
FORM S-8
(Form Type)
MEDIGUS LTD.
(Exact Name of Registrant as Specified in its
Charter)
Table 1: Newly Registered Securities
| Plan | |
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered(1) | | |
Proposed Maximum Offering Price Per Unit(2) | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Medigus Ltd. 2013 Share Option and Incentive Plan | |
Equity | |
Ordinary Shares, (3) | |
457(c) and 457(h) | |
| 6,000,000 | (4) | |
$ | 0.27 | | |
$ | 1,620,000 | | |
$ | 0.00011020 | | |
$ | 179 | |
| | |
Total Offering Amounts |
| |
| | | |
| | | |
$ | 1,620,000 | | |
| | | |
$ | 179 | |
| | |
Total Fee Offsets |
| |
| |
| | | |
| | | |
| | | |
| | | |
| N/A | |
| | |
Net Fee Due |
| |
| |
| | | |
| | | |
| | | |
| | | |
$ | 179 | |
| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Ordinary Shares, which become issuable under the 2013 Share Option and Incentive Plan of Medigus Ltd. (the “Company” or the “Registrant”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding Ordinary Shares of the Company. |
| |
|
| (2) |
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for the ADSs (each representing 15 ordinary shares, no par value of the Registrant (“Ordinary Shares”)) on the Nasdaq Capital Market on August 24, 2023. |
| |
|
| (3) |
These shares may be represented by American Depositary Shares (“ADSs”), each of which currently represents fifteen (15) Ordinary Shares of the Registrant. ADSs issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-203937). |
| |
|
| (4) |
Represents Ordinary Shares reserved for issuance under the Registrant’s 2013 Share Option and Incentive Plan. |
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