Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. ____)*

 

Medigus Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

58471G102

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

 

¨

Rule 13d-1(c)

 

x

Rule 13d-1(d)

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of this Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Dexxon Technologies 2005 Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITICITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER   1,907,139
		6.	SHARED VOTING POWER   0
		7.	SOLE DISPOSITIVE POWER   1,907,139
		8.	SHARED DISPOSITIVE POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,907,139
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11.	PER PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.95%1
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

 

¹ This calculation is based on 32,047,035 Ordinary Shares, par value, NIS 0.01 per share (the “Ordinary Shares”) of Medigus Ltd. (the “Issuer”), outstanding as of November 27, 2015, as reported in the Issuer’s Report on Form 6-K filed on December 29, 2015.

 

 

1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Dan Oren
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	CITICITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER   0
		6.	SHARED VOTING POWER   1,907,139
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   1,907,139
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,907,139
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11.	PER PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.95%1
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

¹ This calculation is based on 32,047,035 Ordinary Shares of the Issuer, outstanding as of November 27, 2015, as reported in the Issuer’s Report on Form 6-K filed on December 29, 2015.

 

 

Item 1.

 

(a) Name of Issuer

 

Medigus Ltd., a company incorporated in Israel (the “Issuer”).

 

(b) Address of Issuer’s Principal Executive Offices:

 

Omer Industrial Park, No. 7A
P.O. Box 3030
Omer 8496500
Israel

 

Item 2.

(a) Name of Person Filing

 

Dexxon Technologies 2005 Ltd. (“Dexxon”)
Dan Oren (each a “Reporting Person” and together, the “Reporting Persons”).    

 

(b) Address of Principal Business Office or, if none, Residence

 

The business address of each of the Reporting Persons is 1 Dexcel Street, Or Akiva, 30600000, Israel.

 

(c) Citizenship

 

Dexxon is incorporated under the laws of Israel. Dan Oren is an Israeli citizen.

 

(d) Title of Class of Securities

 

Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”).

 

(e) CUSIP Number

 

The Ordinary Shares have no CUSIP number. The ISIN for the Ordinary Shares is 1L0010961717. The CUSIP number for the American Depository Shares traded on the NASDAQ Stock Market is 58471G102.

 

Item 3.

 

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

Not applicable.

Item 4.

Ownership.

 

The information required by Items 4(a)-(c) is set forth in Rows (5)-(11) of the cover page for each Reporting Person. Voting and dispositive decisions for Dexxon are made by Dan Oren, in his capacity as sole director. Dan Oren is the sole shareholder of Dexxon. Accordingly, Dan Oren may be deemed to have investment and voting control over the Ordinary Shares owned by Dexxon.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certification.

 

Not applicable.

 

EXHIBITS

 

1. Joint Filing Agreement, dated the date hereof, between the Reporting Persons.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  March 31, 2016

 

		/s/ Dan Oren
		Dan Oren

 

	DEXXON TECHNOLOGIES 2005 LTD.
	By:	/s/ Dan Oren
		Name: Dan Oren
		Title: Director