EXPLANATORY NOTE
On December 1, 2017, Medigus Ltd., or the Company, has entered into an exclusive distribution agreement with Micro-Tech Europe GmbH, or the Agreement. Under the terms of the Agreement, Micro-Tech Europe GmbH, or Micro-Tech Europe, will act as the Company’s exclusive distributor in the Federal Republic of Germany for a period of five years commencing as of December 1, 2017. The Agreement requires Micro-Tech Europe to purchase minimum annual quantities of the Company’s products during the term of the Agreement. Under the terms of the Agreement either party may, at its sole discretion, terminate the Agreement immediately upon the occurrence of: (i) a failure of the other party to perform a material covenant, which is not cured within the time period set forth thereto, (ii) a breach of the other party’s warranties or representations, which, if curable, is not cured within the time period set forth thereto, or (iii) the other party’s insolvency, inability to pay debts, bankruptcy or was appointed a receiver; provided, however, that such failure, breach, status or appointment, if curable, is not cured within the applicable period of time set forth thereto. In addition, the Company may terminate the Agreement immediately, in the event Micro-Tech Europe: (a) engages in a competing activity not in accordance with the terms of the Agreement, (b) does not order the minimum annual quantities set forth under the Agreement, (c) has all or a substantial portion of its assets assigned, conveyed, or sold to an entity who engages in a competing activity with the Company, or (d) otherwise does not comply with the terms of exclusivity or with its respective warranty obligations.
In connection with the Agreement, on December 3, 2017, the Company issued a press release titled: “Medigus Announces Distribution Agreement with Micro-Tech Europe for the MUSE™ System in Germany.” A copy of this press release is furnished herewith as exhibit 99.1.
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-213280) and Form S-8 (File No. 333-206803 and No. 333-221019).
