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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/23 Medigus Ltd. 20-F 12/31/22 147:22M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 4.03M
2: EX-1.1 Articles of Association of Medigus Ltd., as HTML 278K
Amended
3: EX-2.3 Description of Securities HTML 74K
4: EX-4.6 Loan Agreement by and Between the Company and Gix HTML 55K
Internet Ltd. Dated October 12, 2021
5: EX-4.7 Amendment to the Loan Agreement by and Between the HTML 47K
Company and Gix Internet Ltd. Dated August 25,
2022, and Effective as of July 1, 2022
6: EX-4.8 Share Purchase Agreement, by and Among the HTML 409K
Company, Parazero, Delta Drone International Ltd.,
L.I.A Pure Capital Ltd. and Other Entities Listed
Therein., Dated January 28, 2022
7: EX-4.9 Securities Exchange Agreement by and Between HTML 95K
Medigus Ltd., the Additional Shareholders of
Charging Robotics Ltd. and Fuel Doctor Holdings,
Inc Dated March 28, 2023
8: EX-8.1 List of Subsidiaries HTML 40K
11: EX-13.1 Annual or Quarterly Report to Security Holders HTML 42K
12: EX-13.2 Annual or Quarterly Report to Security Holders HTML 42K
9: EX-12.1 Statement re: the Computation of Ratios HTML 46K
10: EX-12.2 Statement re: the Computation of Ratios HTML 45K
13: EX-15.1 Consent of Brightman Almagor Zohar & Co., HTML 41K
Certified Public Accountant (Isr.), A Firm in the
Deloitte Global Network, Independent Registered
Public Accounting Firm for Medigus Ltd
19: R1 Document And Entity Information HTML 114K
20: R2 Consolidated Statements of Financial Position HTML 160K
21: R3 Consolidated Statements of Financial Position HTML 49K
(Parentheticals)
22: R4 Consolidated Statements of Income/Loss and Other HTML 148K
Comprehensive Income/Loss
23: R5 Consolidated Statements of Changes in Equity HTML 126K
24: R6 Consolidated Statements of Cash Flows HTML 179K
25: R7 Additional Information of Consolidated Statements HTML 107K
of Cash Flows
26: R8 General HTML 57K
27: R9 Significant Accounting Policies HTML 169K
28: R10 Critical Accounting Judgements and Key Sources of HTML 48K
Estimation Uncertainty
29: R11 Interest in Other Entities HTML 373K
30: R12 Financial Instruments and Financial Risk HTML 219K
Management
31: R13 Cash and Cash Equivalents, Short Term Deposit and HTML 51K
Pledged Deposit
32: R14 Other Receivables Prepaid Expenses and Loans to HTML 55K
Others
33: R15 Inventory HTML 46K
34: R16 Property and Equipment HTML 64K
35: R17 Goodwill and Inatangible Assets HTML 101K
36: R18 Leases HTML 59K
37: R19 Taxes on Income HTML 86K
38: R20 Accounts Payables, Accrued Expenses and Other HTML 51K
Current Liabilities
39: R21 Equity HTML 112K
40: R22 Expenses by Nature HTML 51K
41: R23 Earning (Loss) Per Share HTML 51K
42: R24 Transactions and Balances with Related Parties HTML 107K
43: R25 Revenues HTML 57K
44: R26 Segments HTML 108K
45: R27 Entity Level Disclosures HTML 56K
46: R28 Event Subsequent to December 31, 2022 HTML 56K
47: R29 Accounting Policies, by Policy (Policies) HTML 221K
48: R30 Significant Accounting Policies (Tables) HTML 44K
49: R31 Interest in Other Entities (Tables) HTML 258K
50: R32 Financial Instruments and Financial Risk HTML 182K
Management (Tables)
51: R33 Cash and Cash Equivalents, Short Term Deposit and HTML 52K
Pledged Deposit (Tables)
52: R34 Other Receivables Prepaid Expenses and Loans to HTML 53K
Others (Tables)
53: R35 Inventory (Tables) HTML 46K
54: R36 Property and Equipment (Tables) HTML 63K
55: R37 Goodwill and Inatangible Assets (Tables) HTML 93K
56: R38 Leases (Tables) HTML 60K
57: R39 Taxes on Income (Tables) HTML 85K
58: R40 Accounts Payables, Accrued Expenses and Other HTML 51K
Current Liabilities (Tables)
59: R41 Equity (Tables) HTML 103K
60: R42 Expenses by Nature (Tables) HTML 50K
61: R43 Earning (Loss) Per Share (Tables) HTML 49K
62: R44 Transactions and Balances with Related Parties HTML 100K
(Tables)
63: R45 Revenues (Tables) HTML 58K
64: R46 Segments (Tables) HTML 101K
65: R47 Entity Level Disclosures (Tables) HTML 56K
66: R48 General (Details) HTML 104K
67: R49 Significant Accounting Policies (Details) HTML 48K
68: R50 Significant Accounting Policies (Details) - HTML 54K
Schedule of straight-line method over the
estimated useful life of the asset
69: R51 Interest in Other Entities (Details) HTML 2.59M
70: R52 Interest in Other Entities (Details) - Schedule of HTML 58K
general information
71: R53 Interest in Other Entities (Details) - Schedule of HTML 80K
statement of financial position
72: R54 Interest in Other Entities (Details) - Schedule of HTML 77K
comprehensive income
73: R55 Interest in Other Entities (Details) - Schedule of HTML 73K
cash flows
74: R56 Interest in Other Entities (Details) - Schedule of HTML 54K
non-controlling interest
75: R57 Interest in Other Entities (Details) - Schedule of HTML 56K
profit (loss) attributed to non-controlling
interest
76: R58 Interest in Other Entities (Details) - Schedule of HTML 60K
total investment according to the equity method
77: R59 Interest in Other Entities (Details) - Schedule of HTML 62K
summarizes the total share of loss (profit) of
investments according to the equity method
78: R60 Interest in Other Entities (Details) - Schedule of HTML 67K
summarize the Company?s rights in share capital
and voting rights
79: R61 Interest in Other Entities (Details) - Schedule of HTML 54K
fair value investments in affiliated companies for
market price on stock exchange
80: R62 Interest in Other Entities (Details) - Schedule of HTML 70K
purchase price allocation upon deconsolidation
81: R63 Interest in Other Entities (Details) - Schedule of HTML 133K
activity in investment account
82: R64 Interest in Other Entities (Details) - Schedule of HTML 92K
reconciliation to carrying amounts
83: R65 Interest in Other Entities (Details) - Schedule of HTML 64K
eventer price allocation
84: R66 Interest in Other Entities (Details) - Schedule of HTML 58K
short term loans
85: R67 Interest in Other Entities (Details) - Schedule of HTML 43K
long term loans
86: R68 Interest in Other Entities (Details) - Schedule of HTML 57K
activity in investment account
87: R69 Interest in Other Entities (Details) - Schedule of HTML 55K
activity in investment account
88: R70 Interest in Other Entities (Details) - Schedule of HTML 51K
activity in investment account
89: R71 Interest in Other Entities (Details) - Schedule of HTML 66K
purchase price allocation
90: R72 Financial Instruments and Financial Risk HTML 314K
Management (Details)
91: R73 Financial Instruments and Financial Risk HTML 142K
Management (Details) - Schedule of fair value
financial assets
92: R74 Financial Instruments and Financial Risk HTML 226K
Management (Details) - Schedule of financial
assets
93: R75 Financial Instruments and Financial Risk HTML 49K
Management (Details) - Schedule of financial
liabilities that were measured at fair value
94: R76 Financial Instruments and Financial Risk HTML 58K
Management (Details) - Schedule of Level 3
financial liabilities
95: R77 Financial Instruments and Financial Risk HTML 56K
Management (Details) - Schedule of IPO Warrants
and Additional Warrants
96: R78 Cash and Cash Equivalents, Short Term Deposit and HTML 45K
Pledged Deposit (Details)
97: R79 Cash and Cash Equivalents, Short Term Deposit and HTML 49K
Pledged Deposit (Details) - Schedule of cash and
cash equivalents
98: R80 Cash and Cash Equivalents, Short Term Deposit and HTML 50K
Pledged Deposit (Details) - Schedule of cash and
cash equivalents currencies denominated
99: R81 Other Receivables Prepaid Expenses and Loans to HTML 49K
Others (Details)
100: R82 Other Receivables Prepaid Expenses and Loans to HTML 51K
Others (Details) - Schedule of other receivables
and prepaid expenses
101: R83 Other Receivables Prepaid Expenses and Loans to HTML 48K
Others (Details) - Schedule of loans to others
102: R84 Inventory (Details) - Schedule of inventory HTML 48K
103: R85 Property and Equipment (Details) - Schedule of HTML 89K
property and equipment and accumulated
depreciation
104: R86 Goodwill and Inatangible Assets (Details) HTML 93K
105: R87 Goodwill and Inatangible Assets (Details) - HTML 103K
Schedule of composition and movements
106: R88 Leases (Details) HTML 54K
107: R89 Leases (Details) - Schedule of right-of-use assets HTML 58K
108: R90 Leases (Details) - Schedule of leases HTML 48K
109: R91 Leases (Details) - Schedule of lease liabilities HTML 59K
110: R92 Taxes on Income (Details) HTML 49K
111: R93 Taxes on Income (Details) - Schedule of deferred HTML 61K
taxes
112: R94 Taxes on Income (Details) - Schedule of income tax HTML 49K
expenses
113: R95 Taxes on Income (Details) - Schedule of carry HTML 59K
forward tax losses
114: R96 Taxes on Income (Details) - Schedule of amount of HTML 69K
tax reflected in the consolidated statements of
Loss
115: R97 Accounts Payables, Accrued Expenses and Other HTML 48K
Current Liabilities (Details) - Schedule of
accounts payables
116: R98 Accounts Payables, Accrued Expenses and Other HTML 51K
Current Liabilities (Details) - Schedule of
accrued expenses and other current liabilities
117: R99 Equity (Details) HTML 93K
118: R100 Equity (Details) - Schedule of share capital HTML 50K
119: R101 Equity (Details) - Schedule of share capital HTML 43K
(Parentheticals)
120: R102 Equity (Details) - Schedule of warrants HTML 85K
outstanding
121: R103 Equity (Details) - Schedule of grants of options HTML 106K
to employees and other service
122: R104 Equity (Details) - Schedule of options calculated HTML 103K
using the Black and Scholes options pricing model
123: R105 Equity (Details) - Schedule of share options and HTML 62K
the weighted averages of their exercise prices
124: R106 Expenses by Nature (Details) - Schedule of HTML 65K
expenses by nature
125: R107 Earning (Loss) Per Share (Details) - Schedule of HTML 55K
numerator and denominator of the basic and diluted
net loss per share
126: R108 Transactions and Balances with Related Parties HTML 99K
(Details)
127: R109 Transactions and Balances with Related Parties HTML 62K
(Details) - Schedule of transactions with related
parties
128: R110 Transactions and Balances with Related Parties HTML 48K
(Details) - Schedule of compensation to key
management personnel
129: R111 Transactions and Balances with Related Parties HTML 50K
(Details) - Schedule of current assets
130: R112 Transactions and Balances with Related Parties HTML 51K
(Details) - Schedule of non current assets
131: R113 Transactions and Balances with Related Parties HTML 51K
(Details) - Schedule of current liabilities
132: R114 Transactions and Balances with Related Parties HTML 47K
(Details) - Schedule of balances with related
parties
133: R115 Transactions and Balances with Related Parties HTML 49K
(Details) - Schedule of loans
134: R116 Revenues (Details) - Schedule of group?s revenues HTML 52K
disaggregated by revenue
135: R117 Revenues (Details) - Schedule of contract HTML 47K
fulfilment assets
136: R118 Revenues (Details) - Schedule of company?s HTML 49K
contract liabilities
137: R119 Segments (Details) HTML 63K
138: R120 Segments (Details) - Schedule of operating results HTML 99K
of the group
139: R121 Entity Level Disclosures (Details) HTML 43K
140: R122 Entity Level Disclosures (Details) - Schedule of HTML 54K
revenues by geographical area
141: R123 Entity Level Disclosures (Details) - Schedule of HTML 52K
revenue by major customers
142: R124 Event Subsequent to December 31, 2022 (Details) HTML 146K
145: XML IDEA XML File -- Filing Summary XML 288K
143: XML XBRL Instance -- f20f2022_medigusltd_htm XML 5.22M
144: EXCEL IDEA Workbook of Financial Reports XLSX 569K
15: EX-101.CAL XBRL Calculations -- mdgsw-20221231_cal XML 225K
16: EX-101.DEF XBRL Definitions -- mdgsw-20221231_def XML 2.14M
17: EX-101.LAB XBRL Labels -- mdgsw-20221231_lab XML 4.58M
18: EX-101.PRE XBRL Presentations -- mdgsw-20221231_pre XML 2.14M
14: EX-101.SCH XBRL Schema -- mdgsw-20221231 XSD 983K
146: JSON XBRL Instance as JSON Data -- MetaLinks 767± 1.09M
147: ZIP XBRL Zipped Folder -- 0001213900-23-036036-xbrl Zip 1.10M
Exhibit 4.6
LOAN AGREEMENT
This Loan Agreement (this “Loan Agreement”) is made and entered into as of the 12 day of October 2021 (the “Effective Date”) between Medigus Ltd., a company organized under the State of Israel, with principal offices at Omer Industrial Park, No.7A, P.O. Box 3030, Omer 8496500, Israel (the “Lender”), and Gix Internet Ltd. (f/k/a Algomizer Ltd.), a company organized under the State of Israel, with principal offices at Arieh Shenkar, 12, Herzliya 4672514, Israel (the “Borrower”). Each of the Lender and the Borrower shall be referred to as “Party” and together as the “Parties”.
| WHEREAS, | the Lender is a shareholder of the Borrower; and |
| WHEREAS, | the Lender has agreed to extend to the Borrower a loan in a principal amount of NIS 4,000,000 and the Borrower has agreed to receive such loan from the Lender, under the terms and conditions set forth herein. |
NOW, THEREFORE, it is declared and stipulated between the parties as follows:
| 1. | Loan Amount; Interest; Utilization of the Loan |
| 1.1. | Subject to the terms and conditions set forth herein, the Lender shall extend to the Borrower a loan in a principal amount of NIS 4,000,000 (the “Principal Amount”). |
| 1.2. | The Principal Amount shall be transferred to the Borrower’s bank account, the details of which shall be provided in writing to the Lender by the Borrower by wire transfer of immediately available funds, upon the execution of this Loan Agreement. |
| 1.3. | The Principal Amount shall bear interest at a rate equivalent to the minimal interest rate recognized and attributed by the Israel Tax Authority, as such may be adjusted from time to time (the “Interest”), accruing from the date of the actual disbursement of the Principal Amount through the date of the repayment in full of the Principal Amount. |
| 1.4. | The Interest will be calculated on the basis of the actual number of days elapsed in a year consisting of 365 days. |
| 2. | Loan Repayment |
| 2.1. | The Borrower shall repay in full the Principal Amount, together with the accrued Interest thereon (the “Loan Amount”), in one (1) payment upon the earliest of: (i) the closing of a rights offering by the Borrower for an aggregate amount of at least NIS 12,000,000 or (ii) June 30, 2022 (the “Repayment Date”). |
| 2.2. | Notwithstanding anything to the contrary, the Borrower may elect to repay a part or all of the Loan Amount earlier than contemplated in Section 2.1 with no penalty, premium or other fee or payment. |
| 2.3. | Payment to the Lender of the Loan Amount shall be made in NIS only by wire transfer of immediately available funds to the Lender’s bank account, the details of which shall have been provided in writing to the Borrower, no later than three (3) business days in advance of such payment date. |
| 2.4. | Upon full repayment of the Loan Amount, all rights of the Lender with respect to this Loan Agreement shall terminate. |
| 2.5. | All payments due hereunder shall be made without any counterclaim, setoff or deduction whatsoever. |
| 3. | Events of Default . |
| 3.1. | Notwithstanding the aforesaid, the Lender may declare the entire Loan Amount, due and payable at any time upon the earlier of any of the following events: |
| 3.1.1. | the Borrower fails to pay any sum under this Agreement on the Repayment Date or fails in any material respect to comply with any provision of this Agreement; |
| 3.1.2. | the Borrower commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness; |
| 3.1.3. | the Borrower makes a general assignment for the benefit of, or a composition with, its creditors; |
| 3.1.4. | the Borrower passes any resolution or takes any corporate action, or a petition is presented or proceedings are commenced, or any action is taken by any person for the winding-up, dissolution, or re-organization or for the appointment of a liquidator, receiver, trustee or similar officer of the Borrower or of any or all of its revenues or assets; or |
| 3.1.5. | any distress, execution, attachment or other legal process is levied, or enforced on or sued against all or any material part of the property or assets of the Borrower. |
| 3.2. | The Borrower shall notify the Lender in writing within 48 hours from the time such event first becomes known to the Borrower. |
| 4. | Miscellaneous |
| 4.1. | Entire Agreement. This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and arrangements between the parties hereto with respect to the subject matter hereof. |
| 4.2. | Waiver. A failure by any of the parties to this Agreement to assert its rights for or upon any breach of this Agreement or any such other agreement shall not be deemed a waiver of such rights nor shall any waiver be implied from any act. No waiver in writing by a Party with respect to any right shall extend its effect to any subsequent breach either of like or different kind. |
| 4.3. | Severability. In the event that any part or parts of this Agreement shall be held illegal or null and void by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining parts of this or such agreement and they shall remain in full force and effect as if such part or parts determined illegal or void had not been included herein; provided, however, that nothing in this Section shall relieve any Party of any liability for breach of covenant, warranty or representation. |
| 4.4. | Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other parties. |
| 4.5. | Books. The books and accounts of the Borrower will bind the Lender in respect of the details of this Loan Agreement and/or the Principle Amount. |
| 4.6. | Applicable Law and Dispute Resolution. All questions arising out of or concerning this Agreement or its validity, interpretation, performance or breach shall be governed and decided by application of the laws of the State of Israel and without reference to its conflict of law rules. The parties shall make good faith efforts to resolve amicably any disputes or claims arising out of this Agreement. Any dispute or claim arising out of or relating to this Agreement, or the breach thereof, which cannot be resolved by mutual agreement of the parties, shall be submitted to the exclusive jurisdiction of the competent courts in Tel-Aviv. |
| 4.7. | Headings. The headings of the paragraphs of this Agreement are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. |
| 4.8. | Counterparts: This Agreement and any amendment hereto may be executed in multiple counterparts, each of which shall be deemed an original agreement and all of which shall constitute one and the same agreement. |
| 4.9. | Amendments. This Agreement may be amended only by the written consent of both Parties. |
| 4.10. | Notices. Notices to be served hereunder shall be in writing as hereinafter provided and shall be served upon the parties at the address specified in the preamble of this Loan Agreement. Notices served by registered airmail shall be deemed served on the day of actual delivery by the addressee’s receipt, or at the expiration of the 7th (seventh) day after the date of mailing, whichever is earlier. Notices served by e-mail shall be deemed to be in writing and to have been served within 12 (twelve) hours of dispatch. |
[Signature Page to Follow]
-2-
IN WITNESS WHEREOF, the Parties have hereunder executed this Loan Agreement as of the date written above.
| Medigus Ltd. | Gix Internet Ltd. | |||||
| By: | By: | |||||
-3-
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/3/23 | |||
| For Period end: | 12/31/22 | NT 20-F | ||
| 6/30/22 | 6-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/24 Xylo Technologies Ltd. 20-F 12/31/23 157:19M EdgarAgents LLC/FA 8/24/23 Medigus Ltd. S-8 8/24/23 4:102K EdgarAgents LLC/FA 8/18/23 Medigus Ltd. F-3/A 2:475K EdgarAgents LLC/FA 5/16/23 Medigus Ltd. F-3 6:822K EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/22 Medigus Ltd. 20-F 12/31/21 147:17M EdgarAgents LLC/FA 5/14/21 Medigus Ltd. 20-F 12/31/20 116:11M EdgarAgents LLC/FA 7/18/18 Medigus Ltd. F-1/A 8:1.4M EdgarAgents LLC/FA 5/07/15 Medigus Ltd. 20FR12B 24:8.2M Z-K Global Ltd./FA |