6-K

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 November 2022

Commission File Number 001-37381

MEDIGUS LTD.
(Translation of registrant’s name into English)

3 HaNechoshet Street, Building B, 6971068, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   __

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   __

EXPLANATORY NOTE

On November 16, 2022, Medigus Ltd. issued a press release titled: “Medigus: Eventer Technologies Signed a Letter of Intent for Spin-Off and an approx. $12 million Reverse Merger.” A copy of this press release is furnished herewith as Exhibit 99.1.

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated November 16, 2022

1

SIGNATURE

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.

	MEDIGUS LTD.
Date: November 16, 2022	By:	/s/ Tali Dinar
		Tali Dinar
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Medigus: Eventer Technologies Signed a Letter of Intent for
Spin-Off and an approx. $13 million Reverse Merger

The letter of intent was signed with a Tel-Aviv Stock Exchange listed
company to hold 74.99% of the merged company

Tel Aviv, Israel, Nov. 16, 2022 (GLOBE NEWSWIRE) -- Medigus Ltd. (Nasdaq: MDGS), a technology company engaged in advanced medical solutions, innovative internet technologies, and electric vehicle and charging solutions, announced today that its 46.21% owned subsidiary, Eventer Technologies Ltd. (“Eventer”), software company engaged in the development of platforms enabling producers and venues to create virtual conferences and events including a smart ticketing solution, signed a non-binding letter of intent (“LOI”) for a planned securities exchange agreement with AI Conversation Systems Ltd. (TASE: AICS) (“AI Conversation Systems”), an Israeli company traded on the Tel- Aviv Stock Exchange.

According to the LOI, the transaction will only be completed if Eventer is valued at least $13 million, as determined by an independent appraiser.

According to the LOI, Eventer will become a wholly owned subsidiary of AI Conversation Systems, and in exchange, Eventer will receive 74.99% of the issued and outstanding share capital of AI Conversation Systems.

“Eventer is the market leader in its field in Israel and becoming a public company will support its efforts to make its services more accessible,” said Liron Carmel, CEO of Medigus. “As a public company, Eventer is expected to have improved access to capital which should enable it to expand operations and activities in Israel and new markets internationally.”

The securities exchange agreement, if signed, will be subject to customary closing conditions.

Eventer has developed a unique event management system that allows its customers to increase sales volume and reduce the resources invested in marketing tools solely intended to increase exposure and sales. Eventer has an exclusive license to use the Screenz.live platform that offers high-quality video conferencing for thousands of participants.

About Medigus

Based in Israel, Medigus Ltd. (Nasdaq: MDGS) is a technology company focused on innovative growth partnerships, mainly in advanced medical solutions, digital commerce and electric vehicle markets. Medigus’ affiliations in the medical solutions arena include ownership in Polyrizon Ltd. and ownership in industry 4.0 company, ScoutCam Inc. The Company’s affiliates in digital commerce include Gix Internet Ltd., Jeffs’ Brands Ltd. and Eventer Technologies Ltd. In the electric vehicle market, Charging Robotics Ltd. and Revoltz Ltd. are also part of the Company’s portfolio of technology solution providers. To learn more about Medigus’ advanced technologies, please visit http://www.medigus.com/.

Forward-Looking Statements

This press release 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. Because such statements deal with future events and are based on Medigus’ current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. For example, Medigus uses forward looking statement when describing the expected closing of the transaction, including the potential influence of Eventer’s business.

The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, Medigus 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 into this press release. Medigus is not responsible for the contents of third-party websites.

Company Contact:

Tali Dinar

Chief Financial Officer

+972-8-6466-880

ir@medigus.com

Investor Relations Contact:

Dave Gentry

RedChip Companies Inc.

1-800-RED-CHIP (733-2447)

Or 407-491-4498

MDGS@redchip.com