MediGus Ltd. (TASE:MDGS) announced a private placement of common shares and warrants for gross proceeds of ILS 29,746,800 on January 3, 2013. New investor, OrbiMed Israel Partners, a fund managed by OrbiMed Advisors, L.L.C. will invest in the deal. The quantity of ordinary shares to be issued will be determined by dividing the consideration by the lower of the two, but in any event not lower than ILS 0.60 per share.

Either NIS 0.7336 per share or the average closing price of its ordinary shares on the Tel Aviv Stock Exchange during the five trading days ending on the date of the approval of the transaction by the general meeting of the shareholders. In the event that the applicable price per share will be determined in by utilizing the currency exchange rates applicable on the date of execution of the agreement, a quantity of approximately 40,730,643 ordinary shares will be issued, which will constitute approximately 31.10% of its issued and outstanding share capital, and 27.10% of its fully diluted share capital. The investor will have the option to increase stake to 47% at a higher price in 25% from the price paid in this transaction for six months.

The company will also issue a warrant to purchase additional ordinary shares in a quantity equal to that of the ordinary shares issuable for the period of 18 months. Upon full exercise of the warrant, the investor will then hold approximately 47.45% of the issued and outstanding share capital of the company, or 42.64% of the fully diluted share. Anat Naschitz, Managing Director from OrbiMed Advisors, L.L.C. will lead the investment in the company.

As a part of the deal, four directors will be nominated by the investor and shares issued are subject to a hold period if the directors vote in favor of the transaction.