Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
August 23 2023 - 4:10PM
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 August 2023 (Report No. 3)
Commission file number: 001-39674
G MEDICAL INNOVATIONS HOLDINGS LTD.
(Translation of registrant’s name into English)
5 Oppenheimer St.
Rehovot 7670105, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
CONTENTS
On August 22, 2023, G
Medical Innovations Holdings Ltd. (the “Company”) received a letter (the “Letter”) from the staff of The Nasdaq
Stock Market (the “Exchange” or “Nasdaq”) notifying the Company that the Nasdaq Hearings Panel (the “Panel”)
has determined to delist the Company’s ordinary shares from the Exchange, based on the Company’s failure to comply with the
minimum $2,500,000 stockholders’ equity requirement under Nasdaq Listing Rule 5550(b). Trading in the Company’s ordinary shares
on the Exchange will be suspended at the opening of trading on August 24, 2023.
The
Company anticipates that effective August 24, 2023, the Company’s ordinary shares will be traded over-the-counter (OTC). The Company’s
receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange
Commission (“SEC”).
This Report of Foreign Private
Issuer on Form 6-K (the “Report”) is incorporated by reference into the Company’s Registration Statements on Form F-3
(File No. 333-266090) and Form S-8 (File No. 333-266063 and File No. 333-273146) filed with the SEC, to be a part thereof from the date
on which this Report is submitted to the extent not superseded by documents or reports subsequently filed or furnished.
Special Note Concerning Forward Looking Statements
This Report contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities
laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements.
For example, the Company is using forward-looking statements when it discusses the anticipated trading of its ordinary
shares over-the-counter effective August 24, 2023. Because such statements deal with future events and are based on the Company’s
current expectations, they are subject to various risks and uncertainties, and actual results, performance, or achievements of the Company
could differ materially from those described in or implied by the statements in this Report. The forward-looking statements contained
or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors”
in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on May 16, 2023, which is available
on the SEC’s website, www.sec.gov, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company
undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
SIGNATURES
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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G Medical Innovations Holdings Ltd. |
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Date: August 23, 2023 |
By: |
/s/ Yacov Geva |
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Name: |
Yacov Geva |
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Title: |
Chief Executive Officer |
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