MEDIGUS LTD.
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED APRIL 3, 2017,
This prospectus supplement supplements our prospectus dated April 3, 2017, or the Prospectus, relating to the offer and sale of 2,3396,887 American Depositary Shares, or ADSs, representing 119,844,350 ordinary shares, par value NIS 0.10 per share, or the Ordinary Shares, which are issuable upon the exercise of outstanding Series A warrants, Series B warrants and warrants issued to the placement agent in our public offering, or the Placement Agent Warrants, which closed on March 29, 2017, pursuant to a prospectus dated March 23, 2017.
Each Series A warrant is exercisable into one American Depository Share, or ADS, representing 50 Ordinary Shares, at an exercise price of $3.50 per ADS, collectively, the Series A Warrants. Series A Warrants are exercisable either immediately (or, at the election of the purchaser, six months following the issuance date) and until five years from the date on which they were issued. Each Series B warrant is exercisable into one ADS at an exercise price of $0.01 per ADS, collectively, the Series B Warrants. Series B Warrants are exercisable immediately until exercised in full. Each Placement Agent Warrant is exercisable immediately and until five years from the date on which it was issued at an exercise of $4.375 per ADS.
We will receive all of the proceeds from the exercise of the Series A Warrants, the Series B Warrants and the Placement Agent Warrants, collectively the Warrants.
We will not receive any proceeds from any such sale of the ADS to be issued as a result of the exercise of the Warrants.
This prospectus supplement is being filed to include the information set forth in the report of foreign private issuer on Form 6-K furnished with the U.S. Securities and Exchange Commission on June 28, 2017, which is set forth below. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.
The ADSs trade on The NASDAQ Capital Market, or NASDAQ, under the symbol “MDGS.” On June 27, 2017, the last reported sale price of the ADSs on NASDAQ was $ 2.23 per ADS. Our Ordinary Shares trade on the Tel Aviv Stock Exchange Ltd., or TASE, under the symbol “MDGS.” On June 27, 2017, the last reported sale price of our ordinary shares on the TASE was NIS 0.16, or $0.046 per share (based on the exchange rate reported by the Bank of Israel on such date). There is currently no established public trading market for the Series A Warrants and Series B Warrants. The Series A Warrants and Series B Warrants are not and will not be listed for trading on any national securities exchange.
Investing in our securities involves a high degree of risk. Before investing in any of our securities, you should read the discussion of material risks in investing in our common stock. See “Risk Factors” on page 14 of the Prospectus.
AI
