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Medigus Announces Proposed Underwritten Public Offering of American Depositary Shares

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Medigus Ltd. (NASDAQ: MDGS) announced an intention to offer American Depositary Shares (ADSs) in an underwritten public offering. The company plans to grant the underwriter a 15% option for over-allotments, exercisable for 45 days post-offering. Proceeds will be allocated for working capital and corporate purposes. The offering depends on market conditions, and there's no guarantee regarding completion or terms. Aegis Capital Corp. serves as the sole bookrunner. This follows an effective registration statement with the SEC from May 2020.

Positive
  • The intended use of proceeds is for working capital and general corporate purposes, potentially enhancing operational flexibility.
Negative
  • The offering may lead to shareholder dilution if the underwriter exercises the over-allotment option.

OMER, Israel, Feb. 24, 2021 (GLOBE NEWSWIRE) -- Medigus Ltd. (Nasdaq: MDGS) (the “Company”), a technology company engaged in advanced medical solutions and innovative internet technologies, today announced that it intends to offer its American Depositary Shares (“ADSs”) for sale in an underwritten public offering. In addition, the Company expects to grant the underwriter an option to purchase an additional 15 percent of the ADSs offered in the public offering solely to cover over-allotments, if any, exercisable for 45 days, but not to close after March 31, 2021 unless the Company has filed its annual report on Form 20-F with the SEC before that date. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Aegis Capital Corp. is acting as sole bookrunner for the offering.

This offering is being made pursuant to an effective registration statement on Form F-3 (No 333-238162) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on May 15, 2020, and a preliminary prospectus supplement relating to the offering will be filed with the SEC and, once filed, will be available on the SEC's website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Medigus

Medigus is traded on the Nasdaq Capital Market. To learn more about the company's advanced technology, please visit www.medigus.com.

Cautionary Note Regarding Forward Looking Statements

This press release may contain statements that are “Forward-Looking Statements,” which are based upon the current estimates, assumptions and expectations of the Medigus’ management and its knowledge of the relevant market. Medigus has tried, where possible, to identify such information and statements by using words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions and derivations thereof in connection with any discussion of future events, trends or prospects or future operating or financial performance, although not all forward-looking statements contain these identifying words. For example, Medigus uses forward looking statements when describing the proposed offering and the intended use of proceeds from such offering. These forward-looking statements represent Medigus’ expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved, due to inter alia the spread of COVID-19 as well as the restriction deriving therefrom. By their nature, Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause future results of Medigus activity to differ significantly from the content and implications of such statements. Other risk factors affecting Medigus are discussed in detail in Medigus’ filings with the Securities and Exchange Commission. Forward-Looking Statements are pertinent only as of the date on which they are made, and Medigus undertakes no obligation to update or revise any Forward-Looking Statements, whether as a result of new information, future developments or otherwise. Neither Medigus nor its shareholders, officers and employees, shall be liable for any action and the results of any action taken by any person based on the information contained herein, including without limitation the purchase or sale of Medigus’ securities. Nothing in this press release should be deemed to be medical or other advice of any kind.

Investor Contact:

Oz Adler
Chief Financial Officer
+972-8-6466-880
ir@medigus.com


FAQ

What is the purpose of Medigus' ADS offering?

The proceeds from the ADS offering will be used for working capital and general corporate purposes.

How much additional ADSs can the underwriter purchase?

The underwriter may purchase an additional 15% of the ADSs to cover over-allotments.

When is the deadline for the underwriter's over-allotment option?

The underwriter's over-allotment option is exercisable for 45 days but not beyond March 31, 2021.

Who is managing Medigus' public offering?

Aegis Capital Corp. is acting as the sole bookrunner for the offering.

What risks are associated with Medigus' ADS offering?

There is a risk of dilution for existing shareholders if the over-allotment option is exercised.

Medigus Ltd. American Depositary Share

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