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- F-1 Registration statement (foreign)
- 2.1 Membership Interest Purchase Agreement Dated October 31, 2018, by and Among G Medical Innovations USA, Inc., Telerhythmics, LLC, Digirad Imaging Solutions and Digirad Corporation
- 3.1 Amended and Restated Memorandum and Articles of Association of G Medical Innovations Holdings LTD. Currently In Effect
- 3.2 Amended and Restated Memorandum and Articles of Association of G Medical Innovations Holdings LTD. to Be Effective Upon the Closing of This Offering
- 10.1 Form of Indemnification Agreement
- 10.2 G Medical Innovations Holdings Global Equity Plan
- 10.2.1 G Medical Innovations Holdings LTD. - Israel Sub-plan
- 10.2.2 G Medical Innovations Holdings LTD. - U.S. Sub-plan
- 10.3 Form of Performance Rights Agreement
- 10.4 Software Licensing Agreement, Dated August 4, 2016, by and Between the Company and Mennen Medical LTD. (Exhibit a of This Exhibit 10.14 Includes an Unofficial English Translation of the Hebrew Original)
- 10.5 Collateral Agency Agreement, Dated October 29, 2018, by and Between the Company and Mef I, L.P
- 10.6 General Security Agreement, Dated October 29, 2018, by and Between the Company and Mef I, L.P
- 10.7 Convertible Securities Agreement, Dated October 29, 2018, by and Between the Company and Mef I, L.P
- 10.8 Amendment to Convertible Securities Agreement, Dated March 26, 2019, by and Between the Company and Mef I, L.P
- 10.9 Amendment to Convertible Securities Agreement, Dated August 15, 2019, by and Between the Company and Mef I, L.P
- 10.10 Amendment to Convertible Securities Agreement, Dated November 26, 2019, by and Between the Company and Mef I, L.P
- 10.11 Capital Commitment Agreement, Dated November 29, 2019 by and Between the Company, Gem Global Yield Fund LLC SCS and Gem Yield Bahamas LTD
- 10.12 Credit Line Agreement, Dated December 6, 2015, by and Between the Company and DR. Yacov Geva
- 10.13 Loan Agreement, Dated December 19, 2016, by and Between the Company and DR. Yacov Geva
- 10.14 Amendment to Loan Agreement, Dated February 26, 2017, by and Between the Company and DR. Yacov Geva
- 10.15 Loan Agreement, Dated October 1, 2018, by and Between the Company and DR. Yacov Geva
- 10.16 Deed of Termination, Settlement and Release, Dated February 2020, by and Between the Company, Mef I, L.P. and DR. Yacov Geva
- 10.17 Second Deed of Variation, Dated April 2020, by and Between the Company, Mef I, L.P. and DR. Yacov Geva
- 10.18 Summary Translation of Loan Agreement, Dated February 25, 2019, Between Bank Mizrahi and the Company
- 10.19 Provider Participation Agreement, Dated May 2019, by and Between the Company and Prime Health Services, Inc
- 10.20 Summary Translation of Lease Agreement, Dated February 2019, by and Between the Company and Ad Marom Assets and Initiation LTD
- 10.21 Distribution Agreement, Dated April 21, 2020, by and Between the Company and Home Service Solutions Pty LTD
- 10.22 Addendum to Distribution Agreement, Dated April 21, 2020, by and Between the Company and Home Service Solutions Pty LTD
- 10.23 Media and Marketing Services Agreement, Dated September 30, 2020, by and Between the Company and GRS, LLC
- 10.24 Provider Participation Agreement, Dated April 2019, by and Between the Company and Ancillary Care Services, Inc
- 10.25 Distribution Agreement, Dated April 20, 2020, by and Between the Company and Livecare Corp
- 10.26 Distribution Agreement, Dated April 2020, by and Between the Company and All County Health Care Inc
- 10.27 Securities Purchase Agreement Dated December 21, 2020, Between the Company and Alpha Capital Anstalt
- 10.28 Convertible Debenture Dated December 21, 2020 Issued by the Company to Alpha Capital Anstalt Under the Securities Purchase Agreement Dated December 21, 2020
- 10.29 Form of Warrant Issued by the Company to Alpha Capital Anstalt Under the Securities Purchase Agreement Dated As of December 21, 2020
- 10.30 Securities Purchase Agreement Dated February 17, 2021, Between the Company and Alpha Capital Anstalt
- 10.31 Convertible Debenture Dated February 21, 2021, Issued by the Company to Alpha Capital Anstalt Under the Securities Purchase Agreement Dated February 17, 2021
- 10.32 Form of Warrant Issued by the Company to Alpha Capital Anstalt Under the Securities Purchase Agreement Dated As of February 17, 2021
- 10.33 Controlled Placement Deed, Dated September 5, 2018, by and Between the Company and Acuity Capital Investment Management Pty LTD
- 10.34 Controlled Placement Deed Side Letter, Dated September 5, 2018, by and Between the Company and Acuity Capital Investment Management Pty LTD
- 10.35 Joint Venture Agreement, Dated May 22, 2017, by and Between the Company and Guangzhou Sino-israel Biotech Investment Fund (LLP)
- 21.1 List of Subsidiaries
- 23.1 Consent of Ziv Haft, a Member Firm of Bdo
- 99.1 Consent of Chanan Epstein As Director Nominee
- 99.2 Registrant's Representation Pursuant to Requirements of Form 20-F, Item 8.A.4
- 28 Jun 21 424B4 Prospectus supplement with pricing info
- 25 Jun 21 EFFECT Notice of effectiveness
- 15 Jun 21 F-1/A Registration statement (foreign) (amended)
- 11 Jun 21 FWP Free writing prospectus
- 9 Jun 21 F-1/A Registration statement (foreign) (amended)
- 22 Apr 21 F-1/A Registration statement (foreign) (amended)
- 22 Mar 21 FWP Free writing prospectus
- 22 Mar 21 F-1/A Registration statement (foreign) (amended)
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4 Mar 21 F-1 Registration statement (foreign)
- 9 Jun 21 Registration statement (foreign) (amended)
- 22 Apr 21 Registration statement (foreign) (amended)
- 22 Mar 21 Registration statement (foreign) (amended)
- 4 Mar 21 Registration statement (foreign)
- 29 Oct 20 Registration statement (foreign) (amended)
- 28 Oct 20 Registration statement (foreign) (amended)
- 22 Oct 20 Registration statement (foreign) (amended)
Exhibit 99.2
G MEDICAL INNOVATIONS HOLDINGS LTD.
5 Oppenheimer St.
Rehovot 7670105, Israel
February 22, 2021
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: G Medical Innovations Holdings Ltd. – Registration Statement on Form F-1
Registrant’s Representation under Item 8.A.4 of Form 20-F (“Item 8.A.4”)
G Medical Innovations Holdings Ltd., a foreign private issuer incorporated in the Cayman Islands (the “Company”), is making this representation in connection with the Company’s confidential filing on the date hereof of its registration statement on Form F-1 (the “Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s ordinary shares.
The Company has included in the Registration Statement its audited consolidated financial statements as of December 31, 2019 and for the fiscal year ended December 31, 2019, and unaudited interim consolidated financial statements as of June 30, 2020, and for each of the six-month periods ended June 30, 2020 and 2019.
Item 8.A.4 of Form 20-F states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements as of a date not older than 12 months from the date of the offering unless a representation is made pursuant to Instruction 2 to Item 8.A.4. The Company is making this representation pursuant to Instruction 2 to Item 8.A.4, as amended and in effect as of the date hereof, which provides that a company may instead comply with the 15-month requirement “if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”
The Company hereby represents that:
1. The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, consolidated financial statements audited under any generally accepted auditing standards for any interim period subsequent to June 30, 2020.
2. Compliance with Item 8.A.4 at present is impracticable and involves undue hardship for the Company.
3. The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2020 will be available until April 2021.
4. In no event will the Company seek effectiveness of its Registration Statement on Form F-1 if its audited financial statements are older than 15 months at the time of the offering.
The Company is filing this representation as an exhibit to the Registration Statement on Form F-1 pursuant to Instruction 2 to Item 8.A.4.
G Medical Innovations Holdings Ltd. | ||
/s/ Dr. Yacov Geva | ||
By: | Dr. Yacov Geva | |
Title: | Chief Executive Officer |