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MEDIGUS signed a binding letter of intent with POLYRIZON – a health care-seed-stage company – for an investment in and joint commercialization of biological gels for protecting patients against COVID-19 and other biological threats

27 Apr 2020

POLYRIZON is represented by Adv. Daniel Chinn, Head of Hi-Tech, Start Ups and VCs in The Israeli Law Firm AYR – Amar Reiter Jeanne Shochatovitch & Co.

Medigus Ltd. (NASDAQ:MDGS) (TASE:MDGS), a technology company developing minimally invasive tools and an innovator in direct visualization technology, signed a binding letter of intent with Polyrizon Ltd., private company engaged in developing biological gels for the purpose of protecting patients against biological threats.

As part of the principal terms of the letter of intent, Medigus and Polyrizon will enter a commercial arrangement for the joint marketing and commercialization of Polyrizon products based on a revenue share model, focusing on a unique Biogel for the protection from COVID-19 virus. The commercial arrangement grants Medigus an exclusive right to market, resell and distribute Polyrizon’s products for a period of four years, commencing upon and subject to receipt of the requisite FDA approvals for the products.

Polyrizon developed an innovative Capture & Contain technology, designed to safely prevent allergens and virus intrusion through the upper airways and eye cavities. Polyrizon’s technology is comprised of a Biogel that is applied topically, is preventative, safe, easy to use and can be formulated both for wet and dry administration.

Polyrizon’s goal is to provide protection from the spread and contamination of Coronavirus inhaled or absorbed through the upper airways and eyes. The final product shall take the form of a spray or eyedrops, made of mucoadhesive biological gel (a gel that contains covalently bound specific Abs against SARS-CoV-2 specific surface proteins) aiming to lower the intrusion levels of the virus through the nasal and buccal cavities for several hours

In addition, Medigus will invest in Polyrizon up to $100,000, to be invested in accordance with a budget, as mutually agreed by the parties. In consideration for the investment, Medigus will receive ordinary shares constituting 20% of Polyrizon’s currently issued and outstanding share capital on a fully diluted basis excluding deferred shares. The funds will be utilized by Polyrizon to obtain the requisite FDA approvals for the products.

Medigus will have the option exercisable at its sole discretion, to invest an additional investment amount of $1,000,000, exercisable until the earlier of three years of the closing of the initial investment or the occurrence of a subsequent investment of at least $500,000 at a valuation of at least $10 million. Upon exercise of the option, Medigus would be entitled to ordinary shares of Polyrizon constituting 30% of Polyrizon’s currently issued and outstanding share capital on a fully diluted basis excluding deferred shares.

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