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): February 16, 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)
Tel:+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. |
|---|
Resignation of Director
On February 14, 2021, Dr. Irit Yaniv tendered her resignation as a member of the board of directors of ScoutCam Inc. (the “Board” and “Company”, respectively), effective as of the same date. Dr. Yaniv advised the Company that her resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment of Director
On February 15, 2021, the Board appointed Mr. Moshe (Mori) Arkin to serve as a member of the Board and to fill the vacancy following the resignation of Dr. Irit Yaniv. Below is a description of the relevant business experience for Mr. Arkin:
Mr.Moshe Arkin (68) is a leading life science and pharmaceutical entrepreneur and serves as the chairman of Arkin Holdings Ltd., which he founded in 2009. Mr. Arkin has served as chairman of the board of directors of Sol Gel Technologies Ltd. (NASDAQ: SLGL) since 2014 and sits on the board of directors of several private pharmaceutical and medical device companies, including SoniVie Ltd., a company developing systems for the treatment of pulmonary arterial hypertension, Digma Medical, a company developing systems to treat insulin resistance present in type 2 diabetes and other metabolic syndrome diseases, and Valcare Medical, a company developing heart valve devices. From 2005 to 2008, Mr. Arkin served as the head of generics at Perrigo Company, and from 2005 until 2011, as a member of its board of directors. Prior to joining Sol Gel Technologies Ltd., Mr. Arkin served as a director of cCAM Biotherapeutics Ltd., a company focused on the discovery and development of novel immunotherapies to treat cancer from 2012 until its acquisition in 2015 by Merck & Co., Inc. Mr. Arkin served as chairman of Agis Industries Ltd. from 1972 until its acquisition by Perrigo Company in 2005. Mr. Arkin holds a B.A. in psychology from the Tel Aviv University, Israel.
FamilyRelationships
Mr. Arkin does not have family relationships with any of the current officers or directors of the Company.
RelatedParty Transactions
On May 18, 2020, the Company and M. Arkin (1999) Ltd. (“Arkin Ltd.”), of which Mr. Arkin is the owner and principal manager, entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which Arkin Ltd. invested $2.0 million and in exchange was issued 4,132,232 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), a warrant to purchase 2,066,116 shares of Common Stock with an exercise price of $0.595 and a warrant to purchase 4,132,232 shares of Common Stock with an exercise price of $0.893. Except for the foregoing, there are no other transactions required to be disclosed under Item 404 of Regulation S-K under the Exchange Act.
Item9.01. Financial Statements and Exhibits.
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> February 16, 2021 |
Exhibit17.1
February 14, 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. (the “Subsidiary”). Such resignation was the not the result of any disagreement with the Company or the Subsidiary on any matter relating to its operations, policies or practices.
| Sincerely<br> yours, |
|---|
| /s/ Irit Yaniv |
Exhibit99.1
LeadingLife Science and Pharmaceutical Entrepreneur Mori Arkin to Join ScoutCam’s Board of Directors
ScoutCam (OTCQB:SCTC), a leading developer and manufacturer of customized micro visual solutions and supplementary technologies, today announced that Mr. Mori Arkin has been appointed to its board of directors.
On May 18, 2020, Mr. Arkin invested $2 million in the Company through his investment company, Arkin Holdings, and, in connection with the investment, appointed Dr. Irit Yaniv as a board member and representative of Arkin Holdings. After carefully observing ScoutCam’s positive momentum over the past several months, including in his capacity as a special advisor to ScoutCam on matters related to intellectual property, Mr. Arkin decided to replace Dr. Yaniv and represent Arkin Holdings on the board himself.
Prof. Benad Goldwasser, the Executive Chairman of the Board, expressed his gratitude to Dr. Yaniv for her contribution. At the same time, he thanked Mr. Arkin for taking this momentous step of assuming an active role on the board of ScoutCam and thereby demonstrating his belief in the Company and its growing potential.
Mr. Arkin said “My decision to formally join the ScoutCam board reflects my growing belief in this Company and its potential, including beyond visualization solutions for the medical industry. ScoutCam, in my mind, has only begun to tap into its vast potential, and that the applications of its technology are limitless, whether in the fields of maintenance and predictive maintenance, a critical pillar of Industry 4.0, aviation and defense, and more. I am excited to take a more active role on the Company’s leadership team to help realize this impressive potential.”
Founder and Chairman of Arkin Holdings, Moshe “Mori” Arkin, is one of Israel’s most successful life sciences and pharmaceutical entrepreneurs. A renowned industrialist and generic drug specialist, he founded Arkin Holdings, which owns, among other investments, a healthcare portfolio of $1 billion through various investment arms, with holdings in some 20 companies, many of them Israeli companies, developing pharmaceutical drugs and medical equipment, such as UroGen Pharma, Keros Therapeutics and Novolog. Mori previously grew Agis into a leading pharmaceutical company and sold it to Perrigo in 2005 for $818 million.
AboutScoutCam
ScoutCam is a leading provider of customized visual solutions for organizations across a variety of industries in the form of highly resistant micro cameras and supplementary technologies. ScoutCam devices are used across the medical, aerospace, industrial, research and defense industries. For more information please visit: https://www.scoutcam.com
MediaContact
Yaron Silberman
info@scoutcam.com
+972 526 511 122
CautionaryNote Regarding Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on the Company’s expectations, beliefs, assumptions and intentions regarding, among other things, its product-development efforts, business, financial condition, results of operations, strategies or prospects, as of the date of this news release. They are not guarantees of future performance. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things, our ability to maximize the economic potential and monetize the technology covered in the press release; the material and positive effect Mr. Arkin’s appointment will have on our business and operations; risks and uncertainties relating to our reliance on third-party suppliers; market acceptance of our products by prospect markets and industries; our ability to raise sufficient funding in order to meet our business and financial goals; and certain other factors summarized in our filings with the Securities and Exchange Commission. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.