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 February 2024
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
Medigus
Ltd., or the Company, hereby furnishes the following documents:
| (i) | Notice
and Proxy Statement with respect to the Company’s special general meeting of the shareholders to be held on March 6, 2024,
describing the proposal to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other
details related to the meeting. |
| (ii) | a Proxy
Card whereby holders of American depository shares, evidenced by American depositary receipts, of the Company may vote at the
meeting without attending in person. |
This
Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-271984) and Form S-8
(File No. 333-274190, File No. 333-258624, File No. 333-206803, No. 333-221019 and No. 333-229429).
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:
February 12, 2024 |
By: |
/s/
Tali Dinar |
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Tali
Dinar |
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Chief
Financial Officer |
3
Exhibit 99.1
HaNechoshet 10, Tel-Aviv, 6971072
Israel
February 12, 2024
Dear Shareholder:
You are cordially invited
to attend a special general meeting (the “Meeting”) of the shareholders of Medigus Ltd. (the “Company”),
to be held on March 6, 2024, beginning at 5:00 PM, Israel time (10:00 AM Eastern time), at the offices of the Company, HaNechoshet 10,
Tel-Aviv, 6971072, Israel, or at any adjournments thereof.
The Company’s formal
notice of the Meeting and the proxy statement for the Meeting (the “Proxy Statement”) appearing on the following pages,
describe in detail the matters to be acted upon at the Meeting.
Only shareholders who held
shares at the close of business on February 15, 2024, are entitled to notice of, and to vote at, the Meeting and any adjournments thereof.
The Company’s board of directors recommends a vote “FOR” all of the matters set forth in the notice.
Whether or not you plan
to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the enclosed
Notice of a Special General Meeting of Shareholders and accompanying Proxy Statement, please sign, date and mail the enclosed proxy card
in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.
We look forward to seeing
as many of you as can attend the Meeting.
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Very truly yours, |
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Eliyahu Yoresh |
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Chairman of the Board of Directors |
MEDIGUS LTD.
HaNechoset 10, Tel-Aviv, 6971072, Israel
PROXY STATEMENT
NOTICE OF A SPECIAL GENERAL MEETING OF SHAREHOLDERS
To be held on March 6, 2024
Notice is hereby given to
the holders of ordinary shares, of no par value (the “Ordinary Shares”), and to holders of American depository shares,
evidenced by American depositary receipts, each representing fifteen (15) Ordinary Shares, issued by The Bank of New York Mellon (“ADSs”
and “ADRs”, respectively), of Medigus Ltd. (the “Company”) in connection with the solicitation by
the board of directors (the “Board”) of proxies for use at the special general meeting of shareholders (the “Meeting”),
to be held on March 6, 2024, at 5:00 PM Israel time (10:00 AM Eastern time) at the offices of the Company, HaNechoshet 10, Tel-Aviv, 6971072,
Israel, or at any adjournments thereof.
The agenda for the Meeting
is to consider the approval of the following:
|
1. |
Approval of amendments to the articles of association of the Company (the “Articles of Association”) and amended and restated memorandum of association (the “Memorandum of Association”), implementing the change of name of the Company from “Medigus Ltd.” to “Xylo Technologies Ltd.” or any other similar name which will be approved by the Israeli Registrar of Companies (the “Name Change Proposal”). |
The Company is currently
unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons
designated as proxies shall vote according to their own judgment on those matters.
The Board recommends that
shareholders vote in favor of the above proposal, which will be described in the proxy statement to be made available to the Company’s
shareholders.
Only shareholders and ADR
holders of record at the close of business on Thursday, February 15, 2024, shall be entitled to receive notice of and to vote at the Meeting.
Whether or not you plan
to attend the Meeting, it is important that your shares be represented. Accordingly, shareholders and ADR holders who will not attend
the Meeting in person are urged to vote with respect to the proposal by means of a proxy card. Holders of Ordinary Shares must submit
their proxies to the Company’s offices no later than four (4) hours prior to the Meeting (i.e., 1:00 PM (Israel time) on March 6,
2024) with a proof of ownership on the Record Date in accordance with the Israel Companies Regulations (Proof of Ownership of Shares for
Voting at General Meeting), 5760-2000. ADR holders should return their proxies by the date set forth on the form of proxy. Execution of
a proxy will not in any way affect a shareholder’s right to attend the Meeting and vote in person, and any person giving a proxy
has the right to revoke it at any time before it is exercised.
A proxy statement describing
the various matters to be voted upon at the Meeting along with a proxy card enabling the shareholders to indicate their vote on each matter
was furnished to the U.S. Securities and Exchange Commission (the “Commission”) under cover of Form 6-K and is available
on the Commission’s website at www.sec.gov. Such proxy statement will also be available on the Company’s website at www.medigus.com.
The
wording of the resolution to be voted at the Meeting and relevant documents thereto may be inspected at the Company’s offices during
normal business hours and by prior coordination with Ms. Tali Dinar (Tel: +972-3-689-9124).
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By Order of the Board of Directors, |
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Eliyahu Yoresh |
|
Chairman of the Board of Directors |
Tel-Aviv, Israel
February 12, 2024
MEDIGUS LTD.
HaNechoshet 10, Tel-Aviv, 6971072, Israel
Tel: +972-3-689-9124
PROXY STATEMENT
General Information
This proxy statement (the
“Proxy Statement”) is furnished to the holders of ordinary shares, of no par value (the “Ordinary Shares”),
and to holders of American depository shares evidenced by American depositary receipts, each representing fifteen (15) Ordinary Shares,
issued by The Bank of New York Mellon ((“ADSs”) and “ADRs”, respectively), of Medigus Ltd. (the
“Company”) in connection with the solicitation by the board of directors (the “Board”) of proxies
for use at the special general meeting of shareholders (the “Meeting”), to be held on Wednesday, March 6, 2024, at
5:00 PM Israel time (10:00 AM Eastern time) at the offices of the Company, HaNechoshet 10, Tel-Aviv, 6971072, Israel, or at any adjournments
thereof.
Record Date; Shareholders Entitled to Vote
Only holders of Ordinary
Shares and ADR holders of record at the close of business on February 15, 2024 (the “Record Date”), shall be entitled
to receive notice of and to vote at the Meeting. At the close of business on February 9, 2024, the Company had 28,420,610 outstanding
Ordinary Shares, each of which is entitled to one vote for each of the matters to be presented at the Meeting.
Proxies
Whether or not you plan to
attend the Meeting, it is important that your shares be represented. Accordingly, holders of Ordinary
Shares and ADR holders who will not attend the Meeting in person are urged to vote with respect to the proposal by means of a proxy
card. Holders of Ordinary Shares must submit their proxies to the Company’s offices no later
than four (4) hours prior to the Meeting (i.e., 1:00 PM (Israel time) on Wednesday, March 6, 2024). ADR holders should return their
proxies by the date set forth on the form of proxy. Execution of a proxy will not in any way affect a shareholder’s right to attend
the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.
A
Proxy Statement describing the various matters to be voted upon at the Meeting along with a proxy card enabling the shareholders to indicate
their vote on each matter was furnished to the Commission under cover of Form 6-K and is available on the Commission’s
website at www.sec.gov. Such Proxy Statement will also be available on the Company’s website
at www.medigus.com.
All shares represented by
properly executed proxies received prior to or at the Meeting and not revoked prior to, or at, the Meeting in accordance with the procedures
described in the proxy statement, will be voted as specified in the instructions indicated in such proxies. Subject to applicable law
and the rules of the Nasdaq Stock Market, in the absence of instructions, the shares represented by properly executed and received proxies
will be voted “FOR” all of the proposed resolutions to be presented at the Meeting for which the Board recommends a “FOR”.
Holders of Ordinary Shares
and ADR holders may revoke their proxies at any time before the deadline for receipt of proxies by filing with the Company, in the case
of holders of Ordinary Shares, or with the ADR depositary, in the case of holders of ADRs, a written notice of revocation or duly executed
proxy bearing a later date.
Expenses and Solicitation
The Board is soliciting proxies
for use at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxies to ADR holders on or about Thursday,
February 29, 2024. In addition to solicitation of proxies to ADR holders by mail, certain officers, directors, employees and agents of
the Company, none of whom shall receive additional compensation, therefore, may solicit proxies by telephone or other personal contact.
The Company shall bear the cost of the solicitation of the proxies, including postage, printing and handling and shall reimburse the reasonable
expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares or ADRs.
Quorum
Discussion at the Meeting
will be commenced if a quorum is present. A quorum is constituted by two or more shareholders who are present in person or by proxy, and
who hold or represent shares holding in the aggregate at least ten percent (10%) of the voting rights in the Company. If a quorum is not
present within half an hour of the time designated for the Meeting, the Meeting will be adjourned to Thursday, March 7, 2024, at the same
time and place. At the adjourned Meeting, if a quorum is not present within half an hour, any number of shareholders who are present in
person or proxy, or who have delivered a proxy card, will constitute a quorum.
Required Vote and Voting Procedures
The approval the Proposal
requires the affirmative vote of the Company’s shareholders holding at least seventy five percent (75%) of the Company’s Ordinary
Shares present, in person or by proxy, and voting on the matter, excluding abstentions.
THE BOARD RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSAL.
Reporting Requirements
The Company is subject to
the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable
to foreign private issuers. The Company fulfills these requirements by filing reports with the Commission. Our filings with the Commission
may be inspected without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information
on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available
to the public on the Commission’s website at www.sec.gov.
As a foreign private issuer,
the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation
of this notice and proxy statement should not be taken as an admission that the Company is subject to the proxy rules under the Exchange
Act.
Meeting Agenda
In
accordance with the Israeli Companies Law, 5759-1999and regulations promulgated thereunder, any shareholder of the Company holding at
least one percent of the outstanding voting rights of the Company for the meeting may submit to the Company a proposed additional agenda
item for the meeting, to the Company’s offices at 10 Hanechoshet, Tel-Aviv 6971072, Israel, Attention: Ms. Tali Dinar,
Chief Financial Officer, facsimile number 972-8-8541442, e-mail address: tali.dinar@medigus.com no later than Thursday, February 15, 2024.
To the extent that there are any additional agenda items that the Board determines to add as a result of any such submission, the Company
will publish an updated agenda and proxy card with respect to the Meeting, no later than Thursday, February 22, 2024, which will be furnished
to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at www.sec.gov.
The wording of the resolutions
to be voted at the Meeting and relevant documents thereto may be inspected at the Company’s offices during normal business hours
and by prior coordination with Ms. Tali Dinar (Tel: +972-3-6899124).
PROPOSAL NO. 1
APPROVAL OF AMENDMENTS TO
THE ARTICLES OF ASSOCIATION AND MEMORANDUM OF ASSOCIATION OF THE COMPANY, IMPLEMENTING THE CHANGE OF NAME OF THE COMPANY FROM “MEDIGUS
LTD.” TO “XYLO TECHNOLOGIES LTD” OR ANY OTHER SIMILAR NAME WHICH WILL BE APPROVED BY THE ISRAELI REGISTRAR OF COMPANIES.
At the Meeting, shareholders
will be asked to approve the amendment of the Company’s Articles of Association and the Memorandum of Association, to change the
Company’s name from “Medigus Ltd.” to “Xylo Technologies Ltd.” or any other similar name which will be approved
by the Israeli Registrar of Companies which our Board believes will better reflect the Company’s current focus on new technologies
and rebranding. On January 25, 2024, the Board approved the amendment to the Company’s articles of association, to change the name
of the Company from “Medigus Ltd.” to “Xylo Technologies Ltd.”, or any other similar name which will be approved
by the Israeli Registrar of Companies and recommends that the shareholders approve the Name Change Proposal.
The following amendments to
the Company’s Articles of Association and Memorandum of Association is qualified in its entirety by reference to the text of the
amended and restated articles of association, as amended.
At the Meeting, it is proposed
that the following resolution be adopted:
“RESOLVED, to
approve amendments to the Articles of Association and Memorandum of Association of the Company, implementing the Name Change Proposal
as detailed in the Proxy Statement, dated February 12, 2024.”
The Board recommends shareholders vote
“FOR” Proposal No. 1
OTHER BUSINESS
Management knows of no other
business to be acted upon at the Meeting. However, if any other business properly comes before the Meeting, the persons named in the enclosed
proxy will vote upon such matters in accordance with their best judgment.
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By the Order of the Board of Directors, |
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Eliyahu Yoresh |
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Chairman of the Board of Directors of the Company |
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Dated: February 12, 2024 |
5
Exhibit 99.2
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