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~~

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of ~~September~~October 2023 ~~(Report No. 2)~~

Commission file number: 001-39674

G MEDICAL INNOVATIONS HOLDINGS LTD.

(Translation of registrant’s name into English)

5 Oppenheimer St.

Rehovot 7670105, Israel

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

CONTENTS

~~Changes~~On September 29, 2023, G Medical Innovations Holdings Ltd. (the “Company”) entered into a definitive securities purchase agreement (the “Purchase Agreement”) with the purchaser identified on the signature page thereto (the “Investor”) in connection with a private placement investment and issuance of a total of 9,009,009 ordinary shares, par value $0.0001 per share of the Company (“Ordinary Shares”), for an aggregate consideration of $500,000 (the “First Closing”). Pursuant to the Purchase Agreement, the Company will issue additional Ordinary Shares for an additional aggregate consideration of $500,000 subject to achievement of certain milestones and other terms and conditions set forth in the Purchase Agreement. In connection with the transaction, the Company’s Chief Executive ~~Management~~Officer (the “CEO”) ~~Team~~made a commitment that he would remit to the Investor a portion of any payments made to the CEO by the Company or any subsidiary that are in excess of his monthly base salary. The First Closing is expected to occur within 30 days from the date of this Report of Foreign Private Issuer on Form 6-K (the “Report”).

OnThe ~~September~~foregoing ~~18,~~summary ~~2023, Mr. David Seligman notified G Medical Innovations Holdings Ltd. (the “Company”)~~ of ~~his resignation as~~ the ~~chief~~Purchase ~~financial officer~~Agreement ofis ~~the~~subject ~~Company~~to, ~~effective~~and onqualified ~~November~~in ~~18,~~its ~~2023.~~entirety ~~Mr.~~by ~~Seligman’s~~reference ~~resignation was not related~~ to, ~~any~~the ~~disagreement~~Purchase ~~with~~Agreement ~~the~~filed ~~Company on~~as ~~any~~Exhibit ~~matter~~99.1 ~~relating~~ to ~~its~~this ~~operations, policies or practices~~Report.

OnThe ~~September~~Company ~~20,~~intends ~~2023,~~to ~~the~~use ~~board of directors of~~ the ~~Company~~net ~~approved~~proceeds ~~the~~from ~~appointment of Mr. Kobi Ben-Efraim as~~ the ~~Company’s~~private ~~chief~~placement ~~financial~~investment ~~officer,~~for ~~effective on~~working ~~November~~capital ~~18, 2023 and approved the terms of his compensation~~purposes.

~~Set~~The ~~forth~~securities ~~below~~described ~~is certain~~herein ~~biographical~~have ~~information~~not ~~regarding~~been registered under the ~~background~~Securities Act of 1933, as amended, and ~~experience~~may ~~for~~not Mrbe sold in the United States absent registration or an applicable exemption from the registration requirements. ~~Ben-Efraim:~~The Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) no later than 30 days following the First Closing to register the resale of all the Ordinary Shares and Ordinary Shares underlying other securities held by the Investor as of the date following the First Closing.

~~Mr. Ben-Efraim has served as~~This ~~the~~Report ~~Company’s~~is ~~Chief~~incorporated ~~Financial~~by ~~Officer~~reference ~~from~~into ~~January 2015 to June 1, 2022, and has been serving as~~ the Company’s ~~Controller since~~Registration ~~June~~Statements 1,on ~~2022.~~Form F-3 (File ~~From 2003 to 2014, Mr~~No. ~~Ben~~333-~~Efraim~~266090) ~~served~~and ason Form ~~the chief financial officer at LifeWatch AG~~ S-8 (~~previously,~~File ~~SIX: LIFE)~~No. ~~Prior~~ 333-266063 and toFile ~~that~~No. 333-273146), filed ~~from~~with ~~1996~~the ~~until 2000~~SEC, ~~Mr.~~to ~~Ben-Efraim~~be ~~served~~a inpart ~~various~~thereof ~~capacities~~from atthe ~~DSPC~~date ~~Group~~on ~~(previously,~~which ~~Nasdaq:~~this ~~DSPC),~~Report ~~including chief accountant. Mr. Ben-Efraim~~ is asubmitted ~~Certified~~to ~~Public~~the ~~Accountant~~extent innot ~~Israel.~~superseded ~~Mr.~~by ~~Ben-Efraim~~documents or ~~holds~~reports asubsequently ~~B.A.~~filed inor ~~Economics and Accounting from Tel Aviv University~~furnished.

~~Mr. Ben~~Forward-~~Efraim~~Looking will continue to be employed by the Company pursuant to an employment agreement with the Company and, in connection with Mr. Ben-Efraim’s appointment, the Company expects to enter into its standard indemnification agreement with Mr. Ben-Efraim, on substantially the same terms as the indemnification agreements previously entered into between the Company and each of its directors and executive officers. Mr. Ben-Efraim is not a party to any transactions that are disclosable under Item 404 of Regulation S-K.Statements

This Report contains statements which constitute forward-looking statements within the meaning of ~~Foreign~~the Private ~~Issuer~~Securities onLitigation Reform ~~Form~~Act ~~6-K~~of ~~(this~~1995 ~~“Report”)~~and isother ~~incorporated~~securities bylaws. ~~reference~~These ~~into~~forward-looking statements are based upon the Company’s ~~Registration~~present intent, ~~Statements~~beliefs ~~on Form F-3 (File~~or ~~No.~~expectations, ~~333~~but forward-~~266090)~~looking ~~and~~statements ~~on Form~~are ~~S-8 (File~~not ~~No. 333-266063~~ guaranteed to occur and ~~File~~may ~~No. 333-273146)~~not occur for various reasons, including ~~filed~~some ~~with~~reasons which are beyond the ~~SEC~~Company’s control. For example, the closing of the investments contemplated by the Purchase Agreement is subject to the satisfaction or waiver of certain conditions, and the Company cannot be asure ~~part~~that ~~thereof~~any ~~from~~or all of these conditions will be satisfied or waived. Accordingly, the ~~date~~investments oncontemplated ~~which~~by ~~this~~the ~~Report~~Purchase isAgreement ~~submitted~~may tonot close on the contemplated ~~extent~~terms or at all or it may be delayed. For these reasons, among others, you should not ~~superseded~~place undue reliance upon the Company’s forward-looking statements. Except as required by ~~documents~~law, the Company undertakes no obligation to revise or update any ~~reports~~forward-looking ~~subsequently~~statements ~~filed~~in order to reflect any event or ~~furnished~~circumstance that may arise after the date of this Report.

EXHIBIT INDEX

Exhibit No.
99.1		Securities Purchase Agreement dated September 29, 2023, between the Company and the Investor identified therein.

SIGNATURES

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.

	G Medical Innovations Holdings Ltd.
Date: September 22, 2023	By:	/s/ Yacov Geva
Date: October 10, 2023	By:	/s/ Yacov Geva
		Name:	Yacov Geva
		Title:	Chief Executive Officer

Filing Compare · G Medical Innovations Holdings Ltd.