Report of Foreign Issuer (6-k)
July 19 2017 - 7:06AM
Edgar (US Regulatory)
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 July 2017
Commission File Number 001-37381
MEDIGUS LTD.
(Translation of registrant’s
name into English)
Omer
Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, 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
☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___
EXPLANATORY NOTE
On
July 13, 2017, Medigus Ltd., or the Company, has entered into the exclusive distribution agreement with Shanghai Golden Grand-Medical
Instruments Ltd., or the China Distribution Agreement, replacing the previous agreement between the parties. Under the terms of
the China Distribution Agreement, Shanghai Golden Grand-Medical Instruments Ltd., or Golden Grand, will act as the Company’s
exclusive distributor in China for a period of five years commencing as of the receipt of approval of the China Food and Drug Administration,
or the CFDA. The China Distribution Agreement requires Golden Grand to purchase minimum annual quantities of the Company’s
products, which are expected to amount to at least USD 27 million during the term of the Agreement. Under the terms of the
China Distribution Agreement, Golden Grand’s commitment to purchase the minimum annual quantities will enter into effect
after the receipt of the CFDA approval. In addition, either party may, at its sole discretion, terminate the China Distribution
Agreement immediately upon the occurrence of: (i) a breach of the other party’s warranties or representations, which is not
cured within the time period set forth thereto, (ii) in the event of the other party’s insolvency, bankruptcy, assignment
for the benefit of its creditors, was appointed a receiver, has filed a voluntary petition in bankruptcy or reorganization or suffers
the filing of an involuntary petition against it to have it declared bankrupt or reorganized; provided, however, that such failure,
breach, status, assignment to creditors, petition or appointment, if curable, is not cured within the applicable period of time
set forth thereto or if the other party assigns substantially of its assets for the benefit of its creditors, and (iii) if the
CFDA registration certificate is not procured, or if revoked or expires, is not renewed by the end of time period set forth under
the terms of the Amended Agreement. In addition, the Company may terminate the China Distribution Agreement immediately or revoke
Golden Grand’s exclusivity rights in the Territory (as defined thereto), upon a 90 days written notice, in the event Golden
Grand: (a) fails to obtain the regulatory approvals required by the Amended Agreements by the end of the period stated thereto,
(b) any of the aforementioned regulatory approvals are revoked or otherwise cease to be valid during the term of the China Distribution
Agreement for any reason or that Golden Grand fails to renew the regulatory approvals on the date that any such regulatory approvals
cease to be valid, (c) fails to purchase or execute payment in full for, the minimum purchase quantities during and cumulative
semi-annual period of the term, and (d) undergoes a change of control and in the event the Company believes that such change of
control has a negative effect to it.
In
connection with the China Distribution Agreement, on July 18, 2017, the Company issued a press release titled: “Medigus and
Golden Grand Expand Distribution Arrangement in China for $27M of MUSE Systems.” A copy of this press release was furnished
on Form 6-K filed with the U.S. Securities and Exchange Commission, or the Commission, on July 18, 2017.
In
addition, the Company has entered into an exclusive distribution agreement with Izasa Hospital, S.L.U., or the Spain Distribution
Agreement. Under the terms of the Agreement, Izasa Hospital, S.L.U., or Izasa Hospital, a distributor of medical products in the
hospital sector, will act as the Company’s exclusive distributor in Spain for a period of five years commencing as of July
1, 2017. The Spain Distribution Agreement requires Izasa Hospital to purchase minimum annual quantities of the Company’s
products, which are expected to amount to at least EUR 1.4 million during the term of the Agreement. Under the terms of the
Spain Distribution Agreement either party may, at its sole discretion, terminate the Spain Distribution Agreement immediately upon
the occurrence of: (i) a failure of the other party to perform a material covenant, (ii) a breach of the other party’s warranties
or representations, or (iii) in the event of 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 Spain Distribution Agreement immediately, in the event
Izasa Hospital: (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, or (c) otherwise does not comply with the terms of exclusivity, does not comply
with its respective warranty obligations or in the event of force majeure.
In
connection with the Spain Distribution Agreement, on July 19, 2017, the Company issued a press release titled: “Medigus Expands
Global Commercial Availability of MUSE™ Through Distribution Agreement With Izasa Hospital, S.L.U. in Spain.” 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 Statement on Form F-3 filed with the Commission on
August 24, 2016 (Registration No. 333-213280) and its Registration Statement on Form S-8 filed with the Commission on September
9, 2015 (Registration No. 333-206803).
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: July 19, 2017
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By:
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/s/ Oded Yatzkan
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Oded Yatzkan
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Chief Financial Officer
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