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 April 2023
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 March 31, 2023, G Medical Innovations Holdings Ltd. (the “Company”) issued a press release titled “G Medical Innovations Holdings Ltd. Announces Pricing of Public Offering.” A copy of this press release is furnished herewith as Exhibit 99.1.
On April 4, 2023, the Company issued a press release titled “G Medical Innovations Holdings Ltd. Announces Closing of Public Offering.” A copy of this press release is furnished herewith as Exhibit 99.2.
Further to the Company’s announcement on February 17, 2023 regarding the notice received from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is subject to delisting based upon (a) the Company’s non-compliance with the shareholders’ equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b) and (b) providing material misrepresentations to the Staff, pursuant to Nasdaq Listing Rule 5250(a)(1), the Company has completed the public offering as described in Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K and believes it now has shareholders’ equity above $2.5 million. The Company will be presenting to a Nasdaq Hearings Panel (the “Panel”) and, notwithstanding the completion of the aforementioned public offering, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq in the future.
Special Note Concerning Forward Looking Statements
This Report of Foreign Private Issuer on Form 6-K 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, G Medical Innovations is using forward-looking statements when it discusses regaining compliance with all applicable requirements for continued listing on Nasdaq in the future. 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 of Foreign Private Issuer on Form 6-K. The forward-looking statements contained or implied in this Report of Foreign Private Issuer on Form 6-K are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Registration Statement on Form F-1, as amended, filed with the Securities and Exchange Commission (“SEC”) on March 24, 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. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference herein.
The press releases in this Report of Foreign Private Issuer on Form 6-K are incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-266090) and on Form S-8 (File No. 333-266063), 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.
EXHIBITS
1
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.
| G Medical Innovations Holdings Ltd. | |||
| Date: April 4, 2023 | By: | /s/ Yacov Geva | |
| Name: | Yacov Geva | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
G Medical Innovations Holdings Ltd. Announces Pricing of Public Offering
Rehovot, Israel, March 31, 2023 (GLOBE NEWSWIRE) -- G Medical Innovations Holdings Ltd. (Nasdaq: GMVD) (the “Company”), a global leader in next-generation mobile health (mHealth) and digital health, today announced the pricing of an underwritten public offering of 12,000,000 ordinary shares (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof). Each ordinary share (or Pre-Funded Warrant) is being sold to the public at a price of $0.80 (inclusive of the exercise price of the Pre-Funded Warrant) for gross proceeds of approximately $9.6 million, before deducting underwriting discounts and offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 1,800,000 shares and/or Pre-Funded Warrants to cover over-allotments at the public offering price, less the underwriting discount.
The Company intends to use the net proceeds for general corporate purposes (including financing operations, capital expenditures and business development), the repayment in full of the April 2021 Financing Debentures, and potential mergers or acquisitions.
The offering is expected to close on April 4, 2023, subject to satisfaction of customary closing conditions.
ThinkEquity is acting as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-269496) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on March 31, 2023. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About G Medical Innovations Holdings Ltd.
G Medical Innovations Holdings Ltd. is a healthcare company engaged in the development of next generation mHealth and telemedicine solutions and monitoring service platforms. The Company’s solutions and services can empower consumers, patients, and providers to better monitor, manage and improve clinical and personal health outcomes, especially for those who suffer from cardiovascular disease (or CVD), pulmonary disease, and diabetes. The Company’s current product lines consist of its Prizma medical device (or Prizma), a clinical-grade device that can transform almost any smartphone into a medical monitoring device, enabling both healthcare providers and individuals to monitor, manage and share a wide range of vital signs and biometric indicators; its Extended Holter and Monitoring Cardiac Telemetry Patch services, utilizing a multi-channel patient-worn biosensors, with algorithms for real time analysis and transmission that captures electrocardiography (i.e. ECG) data continuously, including QT Syndrome Prolongation Detection. In addition, the Company is developing its Wireless Vital Signs Monitoring System (or VSMS), which is expected to provide full, continuous, and real-time monitoring of a wide range of vital signs and biometrics. Its monitoring services include provision of Independent Diagnostic Testing Facility (i.e., IDTF) monitoring services and private monitoring services.
In the second half of 2022, the Company expanded its business activities into a new business area, at-home laboratory testing kits. In the third quarter of 2023, the Company expects that users will be able to purchase a sample collection kit at retail stores or online and collect their sample from the comfort and privacy of their home and send it via mail to the Company’s certified lab for analysis. The Company has developed 31 types of tests kits which can test a wide range health issued related to hormones, sexual transferred disease, colon cancer, nutrition, food sensitivities and allergies. In addition, the Company’s pipeline includes development of additional kits for drug detection, heavy metal and toxicology. Data received from both vital signs and lab tests reflects the vision of the Company which is to allow users to create their personal electronic medical records and manage their health in one location which is available for them anywhere and anytime without dependency on any medical organization.
For more information about G Medical innovations, visit https://gmedinnovations.com/.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on G Medical Innovations Holdings Ltd.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and include statements regarding the expected closing date of the offering and intended use of proceeds. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate such as the ability to consummate the offering and satisfy applicable closing conditions. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and G Medical Innovations Holdings Ltd. undertakes no duty to update such information except as required under applicable law.
Investor Relations Contact
service@gmedinnovations.com
Exhibit 99.2
G Medical Innovations Holdings Ltd. Announces Closing of Public Offering
Rehovot, Israel, April 04, 2023 (GLOBE NEWSWIRE) -- G Medical Innovations Holdings Ltd. (Nasdaq: GMVD) (the “Company”), a global leader in next-generation mobile health (mHealth) and digital health, today announced the closing of its public offering of 12,000,000 ordinary shares (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof), each sold to the public at a price of $0.80 (inclusive of the exercise price of the Pre-Funded Warrant) for gross proceeds of approximately $9.6 million, before deducting underwriting discounts and offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 1,800,000 ordinary shares and/or Pre-Funded Warrants to cover over-allotments at the public offering price, less the underwriting discount.
The Company intends to use the net proceeds for general corporate purposes (including financing operations, capital expenditures and business development), the repayment in full of the April 2021 Financing Debentures, and potential mergers or acquisitions.
ThinkEquity acted as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-269496) relating to the shares was filed with the Securities and Exchange Commission (the “SEC”) and became effective on March 31, 2023. This offering has been made only by means of a prospectus. An electronic copy of the final prospectus disclosing the final terms of the offering has been filed with the SEC and may be obtained on the SEC’s website at www.sec.gov, and may also be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About G Medical Innovations Holdings Ltd.
G Medical Innovations Holdings Ltd. is a healthcare company engaged in the development of next generation mHealth and telemedicine solutions and monitoring service platforms. The Company’s solutions and services can empower consumers, patients, and providers to better monitor, manage and improve clinical and personal health outcomes, especially for those who suffer from cardiovascular disease (or CVD), pulmonary disease, and diabetes. The Company’s current product lines consist of its Prizma medical device (or Prizma), a clinical-grade device that can transform almost any smartphone into a medical monitoring device, enabling both healthcare providers and individuals to monitor, manage and share a wide range of vital signs and biometric indicators; its Extended Holter and Monitoring Cardiac Telemetry Patch services, utilizing a multi-channel patient-worn biosensors, with algorithms for real time analysis and transmission that captures electrocardiography (i.e. ECG) data continuously, including QT Syndrome Prolongation Detection. In addition, the Company is developing its Wireless Vital Signs Monitoring System (or VSMS), which is expected to provide full, continuous, and real-time monitoring of a wide range of vital signs and biometrics. Its monitoring services include provision of Independent Diagnostic Testing Facility (i.e., IDTF) monitoring services and private monitoring services.
In the second half of 2022, the Company expanded its business activities into a new business area, at-home laboratory testing kits. In the third quarter of 2023, the Company expects that users will be able to purchase a sample collection kit at retail stores or online and collect their sample from the comfort and privacy of their home and send it via mail to the Company’s certified lab for analysis. The Company has developed 31 types of tests kits which can test a wide range health issued related to hormones, sexual transferred disease, colon cancer, nutrition, food sensitivities and allergies. In addition, the Company’s pipeline includes development of additional kits for drug detection, heavy metal and toxicology. Data received from both vital signs and lab tests reflects the vision of the Company which is to allow users to create their personal electronic medical records and manage their health in one location which is available for them anywhere and anytime without dependency on any medical organization.
For more information about G Medical innovations, visit https://gmedinnovations.com/.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on G Medical Innovations Holdings Ltd.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and G Medical Innovations Holdings Ltd. undertakes no duty to update such information except as required under applicable law.
Investor Relations Contact:
service@gmedinnovations.com