Technology-based Company.

Engaged in advancing innovative solutions for large-scale market applications

Code of Ethics and Business Conduct

The Board of Directors of Medigus Ltd. (together with its subsidiaries, the “Company” or “MEDIGUS”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to:

 

  1. promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest, including a requirement that any material transaction or relationship that reasonably could be expected to give rise to such conflict be reported to the Compliance Officer (whose contact details are set for this in Exhibit A hereto);
  2. promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), the Tel Aviv Stock Exchange Ltd. and in other public communications made by the Company;
  3. promote compliance with applicable governmental laws, rules and regulations;
  4. promote the protection of Company assets, including corporate opportunities and confidential information;
  5. promote fair dealing practices; and
  6. deter wrongdoing and ensure accountability for adherence to the Code.

This Code does not present a closed or exhaustive list of rules that guide the Company’s activities. When there is no clear answer in the rules to issues that require an officer, director or employee to exercise discretion, such person must act in order to fulfill the requirements of the law and the principles presented here, including the spirit of the rules. Such officer, director or employee is also encouraged to consult his manager or the Compliance Officer, as appropriate.

These rules apply to all of MEDIGUS’s officers, directors and employees (collectively, “Covered Persons”), who are required to be familiar with the Code and to periodically acknowledge receipt and review of the Code as determined by the Compliance Officer. Any Covered Person who violates the provisions of this Code may be subject to disciplinary action up to and including termination.  

The policy of MEDIGUS is at all times to remain in compliance with all statutory requirements, both in Israel and in other countries where the Company operates. As such, Covered Persons are required to comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates. The Company utilizes, as appropriate, legal counsel, accounting advisors and regulatory consultants in order to enable it to best prepare for and comply with statutory requirements.

Advice should be requested from the Compliance Officer whenever the legality of a particular activity is in question.

MEDIGUS  is aware that even apparent violations of applicable law could hurt its reputation and undermine its customers’ trust in MEDIGUS. Therefore MEDIGUS urges its Covered Persons to avoid even the appearance of any violation.

Equal opportunities.

MEDIGUS is committed to providing every applicant for employment and every Covered Person equal opportunities according to his or her personal qualifications, with respect to both job recruitment and advancement within the Company.

Preventing discrimination and harassment.

The Company prohibits discrimination of any kind on the basis of age, race, ethnicity, religion, gender, marital status and so on. Covered Persons are expected to relate to each other with respect, and to avoid any kind of rude or violent behavior, including sexual harassment and verbal and physical violence.

Safety at work.

MEDIGUS is committed to providing a safe working environment. MEDIGUS managers and other Covered Persons are committed to strict compliance with internal procedures and standards applicable for purposes of workplace safety.

Confidentiality and maintaining the Company’s intellectual property.

MEDIGUS is a high-tech Company, and as such, protection of its intellectual property and trade secrets is a basic duty of all Covered Persons. Improper safeguarding of the Company’s intellectual property rights, or negligent or deliberate leaking, can cause serious damage to the Company.

As such, the Company’s Covered Persons must: (a) ensure that intellectual property and trade secrets of MEDIGUS and of its customers and suppliers will not be accessible to outsiders, nor to  those within the Company that do not need that information in order to fulfill their role in the Company; (b) ensure that when required to disclose intellectual property or trade secrets to outsiders for business purposes, the scope of the disclosure will be approved in advance by the Company’s management while protecting the rights of the Company through a commitment of confidentiality by the third party, and when in doubt as to whether an obligation to disclose confidential information exists, Covered Persons should consult with the Compliance Officer; (c) refrain from any unauthorized disclosure of intellectual property or trade secrets; and (d) immediately notify the Company concerning any information or invention which requires legal action such as patent registration in order to secure and protect the rights of the Company.

“Intellectual property” of the Company includes, among other, trade secrets, patents, trademarks, and copyrights, but also includes documents held by the Company, formulas, manufacturing processes, pricing information, supplier and customer identities, programs, content, findings, test results, and other information generated during the operation of the Company.

Use and protection of Company assets. Company assets are to be used only for the legitimate business purposes of the Company and only by authorized Covered Persons or their designees.  This includes both tangible assets, such as office equipment and electronic devices, and intangible assets, such as “intellectual property” described above. 

Conflicts of interest.

A conflict of interest occurs when an individual’s private interest (or the interest of immediate family members or other relatives) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when a Covered Person (or immediate family members or other relatives) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when a Covered Person (or immediate family members or other relatives) receives improper personal benefits as a result of his or her position in the Company.

Covered Persons are strictly forbidden from deriving any improper personal benefit, whether for themselves or their immediate family members or other relatives, from any activity or transaction related to the Company. In addition, any Covered Person who is empowered to decide regarding an activity or transaction of the Company, in consequence of which he or his immediate family or his other relatives will or are likely to benefit directly or indirectly, must refrain from the decision to engage in the activity or enter into the transaction, and instead should present the matter to be decided to his supervisors (or to the Board of Directors, if appropriate), while fully disclosing the benefits he or his immediate family or other relatives may benefit from in such instance.

Situations that should be avoided as they may constitute a conflict of interest include, among others, the following:

  • Loans to or guarantees of obligations of Covered Persons and their respective family members.
  • Covered Persons engaging in other jobs or accepting other responsibilities which interfere with their efficiency or the performance of their tasks in the Company.
  • Covered Persons or their respective family members possessing ownership interests in any of MEDIGUS’s recent, current or prospective customers, competitors, suppliers or service providers.  However, with respect to recent, current or prospective customers, competitors, suppliers or service providers that are public companies, it is acceptable to hold ownership interests, including the interests of respective family members, in an amount equal to the lesser of (i) 1% of the outstanding share capital of such company, and (ii) 5% of the funds that such individual has invested in public companies at such time.
  • The provision of services of any kind, including service as a director, officer, employee or consultant, to a recent, current or prospective customer, competitor, supplier or service provider of MEDIGUS by Covered Persons or their respective family members.
  • Covered Persons or their respective family members acting as a broker, finder or other intermediary in a transaction involving MEDIGUS.
  • Any investment, interest or association that interferes, might interfere, or might be thought to interfere, with the exercise of judgment in the MEDIGUS’s best interests by Covered Persons.
  • The receipt by Covered Persons or their respective family members of money, loans, gifts, benefits, services or anything of monetary value from any of MEDIGUS’s recent, current or prospective customers, competitors, suppliers or service providers, including common courtesies and hospitalities if their scale or nature would in any way affect or appear to affect the impartiality of Covered Persons or imply a conflict of interest.  However, if there is no reasonable likelihood of improper influence in the performance of duties on the part of Covered Persons on behalf of MEDIGUS, it is acceptable to receive:
  • normal business courtesies that are reasonable in nature, frequency and cost, such as meals, occasional athletic, social or cultural events, or participation in corporate promotional events, all involving no more than ordinary amenities;
  • paid trips or guest accommodations in connection with proper Company business with the prior written approval of the Compliance Officer;
  • fees or other compensation received from any organization in which membership or an official position is held with the prior written approval of the Compliance Officer;
  • loans from financial institutions made in the ordinary course of their business on customary terms and at prevailing rates; or gifts of nominal value (defined for this purpose only to mean less than $200) during the holiday season.

Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interests is required to be reported to the Compliance Officer.

Conflicts of interest cannot always be avoided but it is MEDIGUS’s policy to try to avoid them as much as possible.

Political activities and contributions.

Covered Persons are permitted to participate in the political process to reflect their individual beliefs and commitment, including making political contributions to candidates for public office. However, when involved in the political process, the participation of a Covered Person must not interfere with his or her job at the Company, and the Covered Person must not participate in the name of, or on the purported behalf of, the Company.

Government, Analyst and Media Inquiries. MEDIGUS must be made aware of any inquiries from the government, the financial/analyst community, or the news media so that it can respond in a timely and appropriate manner. A supervisor or the Compliance Officer immediately should be made aware of any such contact.

MEDIGUS is a public Company and its shares are traded on the Tel Aviv Stock Exchange Ltd. and its ADRs are traded on the Nasdaq Capital Market. As a result, various obligations under the securities laws apply to the Company and its Covered Persons, and these individuals are required to strictly comply with these obligations, which include the following:

Prohibition of insider trading.

It is strictly forbidden for Covered Persons to (i) trade in any securities of the Company while in possession of “inside information”, i.e. material information that is not available to the general public, which may, if revealed, affect the Company’s share price, including, without limitation, information about future financial results, negotiations, business plans, clinical trial results, regulatory information etc., or (ii) directly or indirectly “tip” others who might make an investment decision while in possession of that information. Covered Persons  with access to confidential information relating to third parties with which the Company does business are similarly prohibited from trading in the securities of such third parties while in possession of such information, or revealing such information to others. In addition, all directors, officers and certain other individuals must (i) observe certain blackout periods on a quarterly basis when all trades in Company securities are prohibited, and (ii) obtain pre-clearance from the Company’s Chief Financial Officer prior to trading in Company securities during non-blackout periods. Under certain conditions, trades by other employees must be pre-cleared, as well.  Furthermore, short sales and most publicy-traded options in Company securities are prohibited from being purchased at any time. This summary does not exhaust the obligations and prohibitions that apply to Covered Persons in connection with securities and insider trading. Please see the Company’s Insider Trading Policy for more details. It is further recommended that Company Covered Persons consult with the Company’s Compliance Officer when there is any doubt concerning whether the sale or purchase of securities of the Company is permitted.

Prohibition of bribery in business dealings.

MEDIGUS prohibits bribery by its Covered Persons and third party service providers in the conduct of the Company’s business. The use of Company funds or assets for gifts, gratuities or other favors to suppliers, customers or government officials is strictly prohibited, except to the extent such gifts, gratuities or other favors are of nominal value. No bribes, kickbacks or payments should be made to or for the benefit of government employees, customers, physicians/health care providers or other persons for the purpose of influencing, obtaining or retaining business. In particular, the U.S. Foreign Corrupt Practices Act, the Israeli Penal Code and the laws of other countries in which the Company operates strictly prohibit corruptly offering, promising or giving anything of value, directly or indirectly, to officials of foreign governments in order to obtain or retain business or to obtain any other advantage in connection with any business activity. It is also unlawful to make payments to agents, sales representatives or other intermediaries while knowing or having reason to know that any portion of the payment will be used illegally. Due diligence should be conducted on all third parties that the Company seeks to engage to act as agents, representatives or consultants in connection with its business or in connection with entities that the Company intends to establish a binding business relationship with (such as a joint venture relationship).Covered Persons with any questions or doubts regarding compliance with this anti-bribery policy, including what constitutes nominal value gifts, gratuities or other favors provided in the course of business, should contact their supervisors or the Compliance Officer (or the Board of Directors, if appropriate).

Prohibitions of loans to certain executives.

In no case may the Company provide loans to executive officers or directors, or arrange for loans to such persons.

Product Quality.

MEDIGUS is committed to the development and manufacturing of medical and other products at the highest standard of quality, safety and efficiency, while ensuring compliance with the rules and regulations applicable to its products and production processes and development. Covered Persons are required to immediately report to their supervisors any concerns regarding actual or potential defects in products, manufacturing processes, or non-compliance with relevant rules or standards.

Regulation.

The development, manufacture and marketing of MEDIGUS’s products are subject to regulations and standards in Israel and around the world. The Company and its Covered Persons  are responsible for complying with such obligations. A Coverd Person should immediately inform his supervisors about any concern regarding the lack of full compliance with such rules and procedures.

MEDIGUS and Covered Persons should deal fairly with, and not take advantage of, MEDIGUS’s customers, suppliers, competitors, officers and employees. This includes, for example, abusing privileged information, concealing or misrepresenting facts, misusing trade secret information obtained without the owner’s consent, engaging in price “fixing” with competitors or engaging in other activity that illegally restricts trade or excludes competitors from the marketplace.

MEDIGUS’s books, records and accounts must reflect, accurately and fairly and within MEDIGUS’s regular system of accountability, all of MEDIGUS’s transactions and the acquisition and disposition of its assets.  All transactions must be accurately recorded to permit the preparation of financial statements in conformity with International Financial Reporting Standards consistently applied and other applicable rules, regulations and criteria, and to ensure full accountability for all assets and activities of MEDIGUS.  Under no circumstances should there be any unrecorded funds or assets, regardless of the purposes for which such fund or asset may have been intended, or any improper or inaccurate entry knowingly made on the books and records of the Company.  No payment on behalf of MEDIGUS  should be approved or made with the intention or understanding that any part of such payment is to be used for a purpose other than that described by the documents supporting the payment.

Disclosure in periodic reports filed with the SEC and Nasdaq must comply with applicable federal securities laws and SEC rules.  Depending on their respective positions with the Company, Covered Persons may be called upon to provide information necessary to assure that MEDIGUS’s public reports are full, fair, accurate, timely and understandable.  MEDIGUS expects Covered Persons to take this responsibility very seriously, provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements and exercise the highest standard of care in preparing public reports in accordance with the following guidelines among others: (i) all Company accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction; (ii) all records must fairly and accurately reflect the transactions or occurrences to which they relate; (iii) all records must fairly and accurately reflect in reasonable detail the assets, liabilities, revenues and expenses of MEDIGUS; (iv) accounting records must not contain any intentionally false or misleading entries; (v) no transaction may be intentionally misclassified as to accounts, departments or accounting periods; (vi) all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper accounts and in the proper accounting period; (vii) no information may be concealed from the internal auditors, the independent auditors, the Audit Committee of the Board of Directors or the Board of Directors; and (viii) compliance with International Financial Reporting Standards and MEDIGUS’s system of internal accounting controls is required at all times.

MEDIGUS recognizes the importance of protecting the environment, and is committed to ensuring that its activities, including the production process and the handling of hazardous materials, are performed in accordance with the law, regulations and licenses applicable to it at all times.

General.

Covered Persons  are required to report violations or potential violations of this Code to supervisors, the Compliance Officer or Chairman of the Audit Committee, as discussed further below. In general, employees are encouraged to talk with managers at all levels about any possible ethical, legal or administrative concerns regarding the Company or its employees, without fear of reprisal on the part of the Company.

Filing a complaint.

When possible, it is preferable for the employee to turn to his supervisor in the Company or the Compliance Officer. If this is not possible, including when the employee feels uncomfortable with such an approach, the employee may apply directly to the Chairman of the Audit Committee of the Companywhose contact details are set forth in Exhibit A hereto. Complaints may be made anonymously. To the extent possible, the complaint should include relevant informationneeded to examine the complaint.

Confidentiality.

In order to allow the complainant to provide detailed information to permit an effective examination, such information (as well as the complainant’s identity) will be kept confidential to the extent permitted by law except as reasonably necessary to carry out the examinationand to correct deficiencies, if any are found.

Protection.

MEDIGUS is aware of the difficulty involved in filing complaints. The Company will not tolerate any retaliation, harassment or pressure against employees who file such complaints in good faith.

Disciplinary Action.

The Board of Directors will determine, or designate persons to determine, appropriate actions to be taken in the event of violations of this Code.  In determining what action is appropriate, the Board of Directors or such designee will take into account all relevant information, including the nature and severity of the violation, whether the violation was intentional or inadvertent, the extent of the likely damage to the Company and its shareholders resulting from the violation and whether the Covered Person has committed previous violations of this Code or other Company policy concerning ethical behavior.  Violations of the rules and policies of conduct set forth in this Code may result in one or more of the following disciplinary actions: a warning; a reprimand (noted in the Covered Person’s personnel record); probation; demotion; temporary suspension; required reimbursement of losses or damages; termination of employment; and/or referral for criminal prosecution or civil action.

Waiver.

Any waiver to this Code for executive officers or directors must be approved by the Board of Directors and will be disclosed to shareholders.

Revisions to this Code.

This Code may be modified from time to time in the Company’s discretion. Covered persons are responsible for complying with the current version of the Code, which is available on the Company’s website at www.Medigus.com.

The rules and guidelines contained in this Code apply equally to all Covered Persons regardless of gender. Any wording of the rules in the masculine is for convenience only.

The Code was adopted on March 30, 2016.

Chairperson of the Audit Committee:
Mrs. Efrat Venkert

Phone: +972-52-5608767
Phone for anonymous complaints: +972-52-5608767
Email: [email protected]

Audit committee charter

(As adopted by the board of directors on June 25, 2017)

The board of directors (the “Board”) of Medigus Ltd. (the “Company”) has constituted and established an audit committee (the “Committee”) with the authority, responsibility and specific duties as described in this Audit Committee Charter (this “Charter”).

The purposes and main functions of the Committee are, among others, to (a) identify irregularities in the Company’s business administration, inter alia, by consulting with the Company’s internal auditor or with its independent auditor, and to suggest corrective measures to the Board; (b) decide whether to approve acts and transactions requiring the approval of the Committee under Sections 255 and 268 to 275 of the Israeli Companies Law 5759-1999 (the “Companies Law”); (c) oversee the accounting and financial reporting processes of the Company and audits of its financial statements, the effectiveness of the Company’s internal control over financial reporting and to make such reports as may be required of an audit committee under the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (d) fill any other duties of the Committee as shall be required under the Companies Law, the Regulations (as defined below) or the rules of the Nasdaq Stock Market. The Committee is not responsible, however, for planning or conducting audits, or determining whether the Company’s financial statements are complete and accurate or in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.

The Committee shall be comprised of at least three (3) members of the Board. The Board shall appoint such members annually and each member of the Committee shall serve at the pleasure of the Board and may be removed or replaced by the Board at any time with or without cause. Resignation or removal of a director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from this Committee. The Board may fill vacancies occurring, for whatever reason. All rights available to members of the Committee in their capacities as directors of the Company shall be fully applicable with respect to their service on the Committee or any subcommittee thereof. Unless the Board designates a chair, the members of the Committee may appoint a chair of the Committee (the “Committee Chair”).
At any time during which the Company is subject to the periodic reporting requirements of the Exchange Act, each of the members of the Committee shall be “independent,” as that term is defined from time to time in Section 10A(m) of the Exchange Act, and the applicable rules and regulations (“Regulations”) of the Securities and Exchange Commission (the “SEC”)(except as otherwise permitted under such Regulations), and shall meet the independence and financial literacy requirements of the rules of the Nasdaq Stock Market (except as otherwise permitted under such rules).
No member of the Committee may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries during the preceding three years. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that results in the member’s financial sophistication, in each case, consistent with the rules of the Nasdaq Stock Market. That individual shall also be an “audit committee financial expert” consistent with the Regulations.

The authority delegated to the Committee is set forth below. This description of authority is intended as a guide and the Committee may act and establish policies and procedures that are consistent with these guidelines or are necessary or advisable, in its discretion, to carry out the intent of the Board in delegating such authority and to fulfill the responsibilities of the Committee hereunder.
The Committee shall have the power and authority of the Board to perform the duties and to fulfill the responsibilities detailed:
Independent Auditor:
1. Retain and terminate the independent auditor subject to approval of the Board and, in the case of retention, the shareholders as well. In making its determination regarding the retention or termination of the independent auditor and otherwise as it deems necessary from time to time, the Committee shall:
(a) (i) at least annually, obtain and review a written report by the independent auditor describing any material issues raised by the most recent Public Company Accounting Oversight Board inspection, by an internal quality control review of the firm, or by any inquiry or investigation by governmental or professional authorities within the past five years, concerning an independent audit or audits carried out by the firm, and any steps taken to deal with any such issues; and (ii) review the independent auditor’s work throughout the year, including obtaining the opinions of management;
(b) receive written statements from the independent auditor delineating all relationships between the independent auditor and the Company, discuss with the independent auditor any disclosed relationships or services that may impact the objectivity and independence of the independent auditor and recommend any appropriate actions to be taken;
(c) meet periodically in separate executive sessions with the Company’s independent auditor; and
(d) oversee the hiring by the Company of any employees or former employees of the Company’s auditors.
2. Pre-approve all audit, audit-related and all permitted non-audit services, and related fees and terms, to be provided to the Company by the independent auditor under applicable law and regulations. The Committee may, in accordance with applicable law, establish pre-approval policies and procedures for the engagement of independent accountants to render services to the Company, including a delegation of authority to its Chairperson. The pre-approval of auditing and non-auditing services can be carried out with input from, but no delegation of authority to, management.
Internal Control over Financial Reporting and Risk Management:
3. Review periodically with management, the internal auditor and the independent auditor, the adequacy and effectiveness of the Company’s system of internal control over financial reporting.
4. Evaluate whether management is effectively communicating to employees and other persons retained by the Company the importance of internal accounting and financial control effectiveness.
5. Determine whether internal control over financial reporting improvement recommendations made by the internal auditor and the independent auditor have been appropriately implemented by management.
6. Review with management, the internal auditor and the independent auditor the processes followed for assessment of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, the disclosure regarding such assessment and any attestation by the independent auditor thereon.
7. Discuss Company policies with respect to risk assessment and risk management, and review contingent liabilities and risks that may be material to the Company and relevant major legislative and regulatory developments that could materially impact the Company’s contingent liabilities and risks.
8. Review, at least annually, (i) the material reserves established for the contingent liabilities of the Company and its subsidiaries, (ii) the Company’s major financial risk exposures and the Company’s policies for managing such risks and (iii) any “off-balance sheet” transaction or off-balance sheet assets or liabilities.

1. Review with management and the independent auditor the annual and quarterly financial statements of the Company prior to publication and/or filing (or submission, as the case maybe) with the SEC.
2. Receive periodic reports from the independent auditor regarding:
(a) critical accounting policies and practices;
(b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Company, ramifications of the use of alternative disclosures and accounting treatments and the accounting treatment preferred by the independent auditor; and
(c) other material written communications between the independent auditor and management, including any management letter or schedule of adjusted differences.
3. Review with the independent auditor: (i) the scope and results of the audit; (ii) any problems or difficulties that the auditor encountered in the course of the audit work, and management’s response; and (iii) any questions, comments or suggestions the auditor may have relating to the internal controls and accounting practices and procedures of the Company.
4. Review and discuss with the independent auditor the independent auditor’s judgments as to the quality, not just the acceptability, of the Company’s accounting principles.
5. Discuss with the independent auditor matters relating to the conduct of the audit, including any difficulties encountered in the course of the audit effort, restrictions on the scope of procedures or access to requested information and any significant disagreements with management.
6. Periodically review and discuss with management and the independent auditor significant accounting and reporting issues, including financial reporting pronouncements and proposals, and understand their impact on the Company’s financial statements.
7. Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, and review any complaints or concerns received pursuant to such procedures.
8. Review with management and the independent auditor, as deem necessary, risks of material misstatements due to fraud, and the process and controls implemented by the Company to manage the risks.
9. Meet periodically in separate executive sessions with the Company’s Chief Financial Officer.

1. Recommend to the Board the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law.
2. Approve the yearly or periodic work plan proposed by the internal auditor.
3. Review and discuss the results of internal auditor activities, including significant findings and management’s responses to significant findings.
4. Meet periodically in separate executive sessions with the Internal Auditor.
5. If the Committee finds necessary, review whether the Company should implement an internal audit function consisting of employees of the Company and, if so, review the internal audit function, including its independence, effectiveness, proposed control review plans and resources for the coming year (determining whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, taking into consideration the Company’s special needs and size), and the coordination of such plans with the independent public accountant.

1. Review with the Company’s general counsel and/or external counsel, as deem necessary, legal and regulatory matters that could have a material impact on the financial statements.
2. Receive reports of suspected business irregularities and legal compliance issues through periodic and, when appropriate, immediate reporting by members of the Company’s management, legal counsel, the independent or internal auditor or pursuant to any “whistleblower policy” adopted by the Committee. Establish procedures for handling complaints by the Company’s employees with respect to deficiencies in its business operations, including the protection to be granted to such complaining employees. In the event that the Committee is informed of any irregularities, it will suggest to the Board remedial courses of action. The Committee shall be fully entitled to rely on reports that it receives and shall be under no obligation to conduct any independent investigation or verification.
3. Oversee the Company’s policies and procedures regarding compliance with applicable financial and accounting related standards, rules and regulations.

1. Review policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business.
2. Review and approve any engagements or transactions that require the Committee’s approval under the Companies Law, as more fully described in the Company’s Procedure for Identifying Interested Party Transactions.
3. Appoint, from time to time, a person to be responsible of all of the data regarding transactions with interested parties and of the compliance with procedures with respect to related party transactions.

1. Conduct or authorize investigations into any matters within the Committee’s scope of responsibilities.
2. Select, engage, compensate and terminate consultants, legal counsel, financial advisors and such other advisors as it deems necessary and advisable to assist the Committee in carrying out its responsibilities and functions as set forth herein and to authorize such persons fees without the Board’s approval (subject to applicable limitations set forth by the Companies Law). The compensation paid to such persons and related expenses will be borne by the Company and the Company will make funding available to the Committee for such purposes.
3. Perform such other duties consistent with this Charter, the Company’s governing documents and governing law that may be requested by the Board.
Subject to applicable law, the Committee may delegate its authority to subcommittees established from time to time by the Committee or. Such subcommittees shall consist of one or more members of the Committee and shall report to the Committee.

The Committee shall meet as often as it determines necessary by person or by teleconference (using telephone or other communications equipment) by means of which all persons participating in the meeting can hear each other, but no less than once every fiscal quarter. The Committee Chair may call Committee meetings and, in consultation with other Committee’s members, shall determine the frequency and length of the Committee meetings and shall set the agendas for such meetings, which shall be consistent with this Charter. In the absence of a Committee Chair, a majority of the members of the Committee may call for a meeting of the Committee.
A majority of the total number of then-serving members of the Committee shall constitute a quorum for the transaction of business at Committee meetings, and the approval of a majority of such quorum shall constitute a valid act of the Committee at a duly held Committee meeting. The Committee may also act by unanimous written consent of the then-serving members of the Committee.
The Committee will regularly meet privately with senior management, the independent auditor, and the senior internal audit executive, if any, and will meet in executive sessions as necessary or appropriate. The Committee shall endeavor to maintain free and open communication among the Committee, the independent auditor, the internal auditor and management of the Company.

The Committee shall make regular reports to the Board with respect to significant actions, determinations and recommendations made by the Committee. The Committee shall maintain written minutes of its meetings and shall, to the extent deemed appropriate, record its summaries of recommendations to the Board in written form. The minutes and the recommendations, as applicable, shall be incorporated as part of the minutes of the Board.

The Committee will periodically and in any event at least annually review its own performance and report on its conclusions in this regard to the Board. In connection with the annual review, the Committee shall also recommend to the Board any modifications to this Charter that the Committee deems necessary or appropriate. The format of the self-assessment shall be determined by the Committee.

To the extent any of the provisions included herein is a description or summary of any applicable law or is intended to recite the provisions of any applicable law, then in the event of any inconsistency, contradiction or any other conflict between the provisions herein and the provisions of such applicable law, then the provisions of such applicable law shall prevail and supersede and shall be deemed to constitute an integral part of this charter. In the event that any such provision of applicable law is amended to include any relief or exclusion, then, such relief and exclusions shall be deemed to constitute an integral part of this charter, whether or not such conflict, inconsistency or contradiction arises.
Any references to any law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any supranational, national, federal, state, local, or foreign statute or law and all rules and regulations promulgated thereunder (including, any rules, regulations or forms prescribed by any governmental authority or securities exchange commission or authority); and any reference to “law” shall be read subject to the Company’s Articles of Association, as amended from time to time.

Compensation committee charter

(As adopted by the board of directors on June 25, 2017)

The board of directors (the “Board”) of Medigus Ltd. (the “Company”) has constituted and established a compensation committee (the “Committee”) with the authority, responsibility and specific duties as described in this Compensation Committee Charter (this “Charter”).
This Charter does not derogate from nor supersede, and instead will be read in conjunction with, the terms set forth in the Company’s Compensation Policy for Office Holders (the “Compensation Policy”), which was adopted by the Company’s shareholders on December 29, 2015, in accordance with the requirements set forth under the Israeli Companies Law, 5759-1999, and the regulations promulgated thereunder, as may be amended from time to time (the “Companies Law”). If any term of this Charter contradicts the requirements under the Companies Law relating to the Compensation Policy, or the Compensation Policy itself, then the terms of the Companies Law and the Compensation Policy, as applicable, will prevail.

The purpose of the Committee is to assist the Board in fulfilling its responsibilities related to the compensation of the Company’s “office holders” (as defined under the Companies Law), to assist the Board in administering the Company’s equity incentive plans and to make such other determinations in respect of compensation, compensation practices and related matters as may be required by a compensation committee under the rules of Nasdaq Stock Market and the Companies Law.

The Committee shall be comprised of at least three (3) members of the Board. The Board shall appoint the Committee members annually and each member of the Committee shall serve at the pleasure of the Board and may be removed or replaced by the Board at any time with or without cause. Resignation or removal of a director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from this Committee. The Board may fill vacancies occurring, for whatever reason. All rights available to members of the Committee in their capacities as directors of the Company shall be fully applicable with respect to their service on the Committee or any subcommittee thereof. Unless the Board designates a chair, the members of the Committee may appoint a chair of the Committee (the “Committee Chair”).
Each member of the Committee shall be independent (or be subject to an applicable exception) as defined under applicable law, including Rule 10C-1(b)(1) under the U.S. Securities Exchange Act of 1934, as amended, and the rules of Nasdaq Stock Market, except as otherwise permitted under such rules.

The authority delegated to the Committee is set forth below. This description of authority is intended as a guide and the Committee may act and establish policies and procedures that are consistent with these guidelines or are necessary or advisable, in its discretion, to carry out the intent of the Board in delegating such authority and to fulfill the responsibilities of the Committee hereunder. The Committee is hereby charged by the Board with the authority and responsibility to:
1. Recommend to the Board for its approval a Compensation Policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, as applicable (collectively, the “Compensation Plans and Policies”).
2. Oversee the development and implementation of the Compensation Plans and Policies in light of all relevant circumstances and recommend to the Board any amendments or modifications to the Compensation Plans and Policies that the Committee deems appropriate, including as required under the Companies Law.
3. Assist the Board in discharging its responsibilities relating to (i) the compensation of the Company’s directors, chief executive officer and other executive officers, and (ii) the overall Company’s compensation programs.
4. Approve and recommend to the Board for its approval: (i) the amount and form of compensation and equity-based plan awards to be granted to the Company’s chief executive officer; and (ii) the amount and form of compensation and equity-based plan awards to be granted to other executive officers of the Company.
5. Establish annual goals and objectives to the Company’s chief executive officer’s and other executive officers’ performance, which shall be reviewed at least annually and which shall including, among others, a link of the compensation to the performance of the Company.
6. Approve transactions regarding office holders’ compensation pursuant to Sections 272, 273, and 275 of the Companies Law.
7. Exempt a transaction with the Company’s chief executive officer from the approval of the general meeting of the Company’s shareholders pursuant to Section 272(C1)(3) of the Companies Law.
8. Administer the Company’s equity-based compensation plans, including without limitation to approve the adoption of such plans, to reserve ordinary shares of the Company for issuance thereunder, to amend and interpret such plans and the awards and agreements issued pursuant thereto, and to make awards to eligible persons under the plans and determine the terms of such awards.
9. Select, engage, compensate and terminate compensation consultants, legal counsel, financial advisors and such other advisors as it deems necessary and advisable to assist the Committee in carrying out its responsibilities and functions as set forth herein and to authorize such persons fees without the Board’s approval (subject to applicable limitations set forth by the Companies Law). The compensation paid to such persons and related expenses will be borne by the Company and the Company will make funding available to the Committee for such purposes.
10. Perform such other activities and functions as are required by law, applicable stock exchange rules or provisions in the Company’s charter documents, or as are otherwise necessary and advisable, in its or the Board’s discretion, to the efficient discharge of its duties hereunder.
In carrying out its responsibilities, the Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management and such experts, advisors and professionals with whom the Committee may consult. The Committee shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Committee, attend a meeting of the Committee or meet with any members of or advisors to the Committee.
Subject to applicable law, the Committee may delegate its authority to subcommittees established from time to time by the Committee. Such subcommittees shall consist of one or more members of the Committee and shall report to the Committee.

The Committee shall meet as often as it determines necessary by person or by teleconference (using telephone or other communications equipment) by means of which all persons participating in the meeting can hear each other but no less than twice each fiscal year. The Committee Chair may call Committee meetings and, in consultation with other Committee members, shall determine the frequency and length of Committee meetings and shall set agendas for such meetings consistent with this Charter. In the absence of a Committee Chair, a majority of the members of the Committee may call a meeting of the Committee.
A majority of the total number of then-serving members of the Committee shall constitute a quorum for the transaction of business at the Committee meetings. The approval of a majority of such quorum shall constitute a valid act of the Committee at a duly held Committee meeting. The Committee may also act by unanimous written consent of the then-serving members of the Committee. Notwithstanding the foregoing, the chief executive officer of the Company may not be present during voting or deliberations on his or her compensation.

The Committee shall maintain written minutes of its meetings. In addition, the Committee will apprise the Board regularly of its decisions and recommendations and of significant developments in the course of performing the above responsibilities and duties. Without derogating from the aforesaid, the Committee shall submit any recommendation or resolution which is subject to Board approval a reasonable time prior to the contemplated Board meeting.

The Committee will periodically review its own performance and report on its conclusions in this regard to the Board. In connection with the annual review, the Committee shall also recommend to the Board any modifications to this Charter that the Committee deems necessary or appropriate. The format of the self-assessment shall be determined by the Committee.

To the extent any of the provisions included herein is a description or summary of any applicable law or is intended to recite the provisions of any applicable law, then in the event of any inconsistency, contradiction or any other conflict between the provisions herein and the provisions of such applicable law, then the provisions of such applicable law shall prevail and supersede and shall be deemed to constitute an integral part of this charter. In the event that any such provision of applicable law is amended to include any relief or exclusion, then, such relief and exclusions shall be deemed to constitute an integral part of this charter, whether or not such conflict, inconsistency or contradiction arises.
Any references to any law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any supranational, national, federal, state, local, or foreign statute or law and all rules and regulations promulgated thereunder (including, any rules, regulations or forms prescribed by any governmental authority or securities exchange commission or authority); and any reference to “law” shall be read subject to the Company’s articles of association, as amended from time to time.

Conflict Minerals Policy

UNITED STATES, SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD, SPECIALIZED DISCLOSURE REPORT

Medigus Ltd.
(Exact name of registrant as specified in its charter)

 

Israel (State or other jurisdiction of incorporation or organization)     001-37381 (Commission file number)     Not Applicable (IRS Employer Identification No.)

Omer Industrial Park, No. 7A, P.O. Box 3030, Omer 8496500, Israel
(Address of principal executive offices) (Zip code)

Oded Yatzkan, +972-72-2602200
(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2017.

Overview

Item 1.01 Conflict Minerals Disclosure and Report

References in this report to “Medigus,” “our Company,” “we,” “our,” or “us” mean Medigus Ltd. together with its consolidated subsidiary, except where the context otherwise requires.

Our Conflict Minerals Policy

We fully support Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”) and are committed to responsible sourcing of Conflict Minerals (as defined below) as well as full compliance with the requirements of the Conflict Minerals Rule. Medigus is committed to identifying the potential Conflict Minerals which are necessary to the functionality or production of products manufactured by Medigus or for Medigus by a third party manufacturer and determining the country of origin of any potential Conflict Minerals.

In furtherance of the foregoing, we have adopted and communicated to our suppliers and the public a company policy (the “Conflict Minerals Policy”) for the supply chain of Conflict Minerals. As used herein and in the Conflict Minerals Download the original in PDF, “Conflict Minerals” consist of columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin.

Our Conflict Minerals Policy indicates that suppliers who do not comply with the foregoing expectations will be reviewed and evaluated accordingly for future business and sourcing decisions.

Applicability of the Conflict Minerals Rule to Our Company

A review of our products was completed in 2018 (covering the 2017 period). It was determined that Conflict Minerals could feasibly be found within or as part of our Medigus Ultrasonic Surgical Endostapler, or MUSE™, system, including its component products, which consist of a single-use endostapler, a miniature camera and ultrasound sensor, as well as a control console offering a video image transmitted from the tip of the endostapler: We furthermore determined that Conflict Minerals could potentially be contained in the other products that we are developing, including miniaturized video cameras for use in various medical procedures, as well as specialized industrial applications.

We believe that we are in most cases many levels removed from mines, smelters and refiners and have limited influence over the mines, smelters, refiners and many of the other vendors in our supply chain. However, through the efforts described in this Form SD and the Conflict Minerals Report included as an exhibit hereto, we seek to ensure that our sourcing practices are consistent with our Conflict Minerals Policy and to encourage conflict-free sourcing in our supply chain.

Reasonable Country of Origin Information

In connection with the reasonable country of origin inquiry (“RCOI”) required by the Conflict Minerals Rule, we utilized, for our RCOI, the same process and procedures established for our due diligence. For our due diligence, we sent questionnaires to all of our suppliers in which we inquired as to the source of materials that they supply for our products that we believe may contain Conflict Minerals, requesting that they provide us with information concerning the identity and location of such source.

Despite our RCOI and ongoing due diligence, we do not yet have sufficient information to determine the country of origin of the Conflict Minerals used in our products or to identify the facilities used to process those Conflict Minerals.

Therefore, we cannot exclude the possibility that some of those Conflict Minerals may have originated in the Democratic Republic of the Congo or an adjoining country and/or are not from recycled or scrap sources.

As such, our products— consisting of the MUSE™ system and all components thereof, as well as miniaturized video cameras for use in various medical procedures and certain specialized industrial applications— that we produced in calendar year 2017, are “DRC Conflict Undeterminable.” As a result we have filed a Conflict Minerals Report.

Website Disclosure

As required by the Conflict Minerals Rule, the foregoing information and our full “Conflict Minerals Policy” is available at our Internet website— www.medigus.com (under “Investors”—“SEC Filings”). The information contained on our website is not incorporated by reference into this Form SD or our Conflict Minerals Report and should not be considered part of this Form SD or our Conflict Minerals Report.

Item 1.02 Exhibit

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

As required by the Conflict Minerals Rule, a Conflict Minerals Report is provided as an exhibit to this Form SD and is available at our Internet website— www.medigus.com (under “Investors”—“SEC Filings”).

Item 2.01 Exhibits

Exhibit 1.01 – Conflict Minerals Report for the reporting period January 1, 2017 to December 31, 2017.

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 duly authorized undersigned.

Medigus Ltd.
(Registrant)

By: /s/ Oded Yatzkan 
Oded Yatzkan – Chief Financial Officer

Date: May 31, 2018

Conflict Minerals Report

Conflict Minerals Report For the Year Ended December 31, 2017

Conflict Minerals Report of Medigus Ltd. in accordance with Rule 13p-1 under the Securities Exchange Act of 1934

Summary

This is the Conflict Minerals Report of Medigus Ltd. (“Medigus”) for calendar year 2017, in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1” and the “Exchange Act,” respectively). Numerous terms that appear in this Report are defined in Rule 13p-1 and Form SD. Please see those sources, as well as Exchange Act Release No. 34-67716 (August 22, 2012) for the relevant definitions.
Medigus fully supports the goals and objectives of Section 1502 of the Dodd- Frank Wall Street Reform and Consumer Protection Act (the “Act”), which aims to prevent the use of certain “Conflict Minerals” that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo (the “DRC”) or adjoining countries (including Angola, Burundi, The Central African Republic, The Republic of Congo, Uganda, Rwanda, South Sudan, Tanzania, and Zambia) (the “Covered Countries”). Conflict Minerals include: columbite-tantalite (“tantalum”), cassiterite (“tin”), wolframite (“tungsten”), and gold.
In accordance with Rule 13p-1, Medigus carries out due diligence reasonably designed to (i) identify whether there are any Conflict Minerals necessary to the functionality or production of products manufactured by Medigus or contracted by Medigus to be manufactured by third parties, and if so, (ii) determine whether any of the minerals originated in the DRC or a Covered Country, or are from recycled or scrap sources. Medigus has designed its due diligence in accordance with the principles and procedures described further below, some of which are based on similar procedures that are utilized under the Responsible Minerals Initiative (the “RMI”), formerly the Conflict-Free Sourcing Initiative, for responsible sourcing of minerals.
As a result of Medigus’ due diligence efforts for the year covered by this Report, Medigus determined, to its knowledge, that its Medigus Ultrasonic Surgical Endostapler, or MUSE™, system, including its component sub-products, which consist of a single-use endostapler, a miniature camera and ultrasound sensor, as well as a control console offering a video image transmitted from the tip of the endostapler, may contain Conflict Minerals. The MUSE™ system is an FDA-cleared and CE-marked product that enables a trans-orifice, or scar less, procedure through a natural opening in the body, that requires no incision for the treatment of Gastroesophageal Reflux Disease (“GERD”), by reconstruction of the esophageal valve where the stomach and the esophagus meet.
Medigus has concluded in good faith that, with respect to the MUSE™, system and its component sub-products, the potential Conflict Minerals that these final products contain are “DRC Conflict Undeterminable.” While Medigus takes its conflict mineral compliance very seriously, Medigus, as a purchaser of finished supplies, remains many layers removed from the mining of any potential Conflict Minerals that may be contained in its final products. Furthermore, Medigus does not buy raw ore or unrefined Conflict Minerals, or make purchases from the Covered Countries. Thus, Medigus cannot determine the origin of any potential Conflict Minerals that may be in its final products with any certainty once the raw ores are smelted, refined and converted to ingots, bullion or other conflict mineral-containing derivatives. The smelters and refiners in Medigus’ supply chain — whom Medigus typically does not know, due to being so far removed from them in the supply chain — are in the best position to know the origin of the ores.

Medigus has taken the following measures to exercise due diligence on the source and chain of custody of the potential Conflict Minerals in its products. With respect to the period covered, the design of the due diligence measures described herein for tin, tungsten, tantalum, and gold was based on similar procedures that are utilized under the RMI:

  1. Medigus has established a management system for Conflict Minerals.
    a. Medigus has adopted and implemented a Conflict Minerals compliance policy and procedures.
    b. Medigus has structured internal management to support supply chain due diligence.
  2. Medigus has established a cross-functional Conflict Minerals Task Force (the “Task Force”) which meets periodically to review Medigus’ products and production processes and identify any necessary potential Conflict Minerals related to them. The Task Force includes the VP of Operations, the Logistics Chain Manager, the R&D manager, the Quality Assurance Manager and the Production Manager. The Task Force may include or consult with other relevant Medigus personnel as necessary.
    a. The Task Force develops a list of components related to Medigus’ products or production processes which the Task Force believes may contain a potential conflict mineral. The Task Force reviews and updates the list periodically (as its members may deem relevant).
    b. Supplier information for each of the components is attached to the list.
    c. Medigus contacts each of the suppliers to determine whether the specific component contains a potential conflict mineral. If it is determined that the component contains a potential conflict material, or if the supplier is unable to say if the component contains a conflict mineral, then Medigus sends the supplier a follow-up letter (Medigus Supplier Conflict Minerals Letter) describing Conflict Minerals and Medigus’ commitment to Conflict Minerals compliance.
    d. The Medigus Supplier Conflict Minerals Letter also requests that the supplier determine whether any potential Conflict Minerals are included in its component, and if so, whether any such minerals originate in a Covered Country.
    e. Medigus follows up with each supplier to whom it sends this follow-up letter, to ensure a response.
  3. Medigus has adopted a conflicts mineral provision for its agreements with suppliers which will be incorporated into new supply contracts and inserted into existing contracts as they are renewed.
  4. Medigus has designed and implemented a strategy to respond to identified risks. Medigus’ strategy includes the following:
    a. Medigus works with suppliers to identify and use alternate sub-suppliers for any component deemed to include Conflict Minerals from a Covered Country.
    b. The Task Force communicates findings of supply chain risk assessment to the VP of Operations of Medigus.
    c. Medigus has mechanisms in place whereby Medigus employees can report violations of policies. Medigus informs relevant employees as to its Conflict Minerals Policy.
  5. Medigus makes its Conflict Minerals Policy and any related reports available on its website.

 

The due diligence outlined above has mitigated the risk that components necessary to the functions or production of Medigus’ products are made from Conflict Minerals. Medigus continues to improve its due diligence by (a) continuing to communicate and work with its direct suppliers to ensure, to the best of Medigus’ ability, a Conflict Mineral-free supply chain and (b) expanding the number of supplier contracts containing a Conflict Minerals clause. Medigus intends to take the additional steps, as needed, to mitigate the risk that the necessary Conflict Minerals contained in its products benefit armed groups. These steps will encourage suppliers to source from smelters and refiners that are compliant and to continue to monitor and to improve their own traceability measures.

Based on Medigus’ due diligence, Medigus determined for the period covered by this Report that the Medigus products listed below have production processes which actually or potentially utilize Conflict Minerals, and that the final products are “DRC Conflict Undeterminable.”

  1. MUSE™ system, including its component sub-products, consisting of (i) a single-use endostapler, (ii) a miniature video camera, (iii) ultrasound sensor and (iv) a control console offering a video image transmitted from the tip of the endostapler. The main raw materials required for the MUSE™ system include electronic components, mechanical components, lighting components, tubes and cables. Some of these raw materials contain or may contain Conflict Minerals, as detailed below:

    (i) Single-use endostapler: The endostapler is manufactured by Medigus in Omer, Israel. This endostapler enables minimally-invasive and incisionless procedures for the treatment of GERD by reconstruction of the esophageal valve via the mouth and esophagus, eliminating the need for surgery in eligible patients. The staples are composed of titanium (a number of titanium alloys contain tin and/or tantalum, Conflict Minerals). In addition, the electronic components may contain potential Conflict Minerals.
    (ii) Miniature video camera: The miniature video camera is manufactured by Medigus in Omer, Israel. This camera is approximately 3.2 millimeters in diameter, and is based on single-use Complementary Metal Oxide Semiconductor (“CMOS”), image sensors. These CMOS sensors may contain gold, a Conflict Mineral.
    (iii) Ultrasound sensor: The ultrasound sensor contains ultrasound apparatus, consisting of piezo electric element and wires. This ultrasonic guidance system is manufactured by Yueqing Open IMP & EXP Co. Ltd. in Huifeng building, West Huifeng Road, Liushi, Yueqing, China, and is used to measure the distance between the anvil and the cartridge of the stapler, to ensure their proper alignment and tissue thickness. This apparatus may contain tin, a Conflict Mineral.
    (iv) Control console: The control console offers a video image transmitted from the tip of the endostapler. The console is manufactured by Medigus in Omer, Israel and contains tin, gold and tantalum, each a Conflict Mineral.

  2. Miniature video cameras: Medigus has developed miniaturized video cameras that are sold separately, for use in various medical procedures, as well as for specialized industrial applications. As described in paragraph 1(ii) above (for the miniature video cameras incorporated into the MUSE™ system), each such miniature video camera and its control console contains tin, gold and tantalum, each a Conflict Mineral. These video cameras are manufactured by Medigus.
    Because Medigus, as a purchaser of certain finished parts, and its direct suppliers, are several layers removed from the mining of any Conflict Minerals that may be contained in the MUSE™ system generally and Medigus’ miniaturized video cameras particularly, Medigus is unable to determine the origin of these minerals with any certainty.

Forward looking statements in this Conflict Minerals Report are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Investors are cautioned that statements in this Conflict Minerals Report that are not strictly historical statements, including without limitation, the Company’s intentions and expectations regarding further supplier engagement, due diligence and risk mitigation efforts and strategy, constitute forward looking statements that involve risks and uncertainties. Actual results could differ materially from the forward looking statements. Words such as “expects,” “anticipates,” “intends,” variations of these words, and similar expressions are intended to identify such forward looking statements. Risks and uncertainties that could cause actual results to differ include, without limitation, risks and uncertainties associated with the progress of industry and other supply chain transparency and smelter or refiner validation programs for Conflict Minerals (including the possibility of inaccurate information, fraud and other irregularities), inadequate supplier education and knowledge, limitations on the ability or willingness of suppliers to provide more accurate, complete and detailed information and limitations on the Company’s ability to verify the accuracy or completeness of any supply chain information provided by suppliers or others. Except as otherwise required by law, the Company undertakes no obligation to update publicly the information contained in this Conflict Minerals Report, or any forward looking statements, to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.