8-K
Odysight.ai Inc. (ODYS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,DC 20549
FORM8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 7, 2021
SCOUTCAMINC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
| 333-188920 | 847-4257143 |
|---|---|
| (Commission<br> File Number) | (I.R.S.<br> Employer Identification No.) |
Suite 7A, Industrial Park
P.O. Box 3030, Omer, Israel 8496500
(Address of principal executive offices) (Zip Code)
+972 73 370-4691
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Director Resignation
On July 6, 2021, Issac Silberman notified ScoutCam Inc. (the “Company”) by letter that he would resign as a member of the Board of Directors effective immediately. Mr. Silberman advised the Company that his resignation was related to personal reasons. Included with this filing on Form 8-K as Exhibit 17.1 is the resignation letter from Mr. Silberman.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Silberman with a copy of the disclosures that it is making in response to this Item 5.02. Further, the Company informed Mr. Silberman that he should address a letter to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree. Included with this filing on Form 8-K as Exhibit 17.2 is Mr. Silberman’s letter.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| Number | Description |
| --- | --- |
| 17.1 | Resignation Letter dated July 6, 2021 from Mr. Issac Silberman |
| 17.2 | Correspondence Letter dated July 7, 2021 from Mr. Issac Silberman |
| -2- |
| --- |
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 hereunto duly authorized.
| SCOUTCAM<br> INC. | ||
|---|---|---|
| By: | /s/ Tanya Yosef | |
| Name: | Tanya<br> Yosef | |
| Title: | Chief<br> Financial Officer | |
| Date:<br> July 7, 2021 |
| -3- |
| --- |
Exhibit 17.1
July 6, 2021
To:
ScoutCam Inc. (the “Company”)
Re: Letter of Resignation from the Board of Directors
Effective as of the date hereof, the undersigned hereby resigns as a member of the board of directors of the Company and its wholly-owned subsidiary, ScoutCam Ltd. My resignation relates to personal reasons. Thank you for your cooperation.
| Sincerely<br> yours, |
|---|
| /s/ Issac Silberman |
Exhibit 17.2
July 7, 2021
To:
ScoutCam Inc. (the “Company”)
Re: Response Letter to Form 8-K
I have reviewed the Company’s 8-K concerning my resignation and have no comment.
| Sincerely<br> yours, |
|---|
| /s/ Issac Silberman |