Odysight.ai Inc S-1/A, filed Feb 20, 2024
Odysight.ai Inc. (ODYS)
As filed with the Securities and Exchange Commission on February 20, 2024
Registration No. 333-273285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
to
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Tel:
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Tel:
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Aviram Hazak, Adv. Joshua Ravitz, Adv. Herzog, Fox & Neeman Law Offices Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020 Email: hazaka@herzoglaw.co.il |
Guy Ben-Ami Carter Ledyard & Milburn LLP 28 Liberty Street New York, NY 10005 (212) 238-8658 Email: benami@clm.com |
Approximate date of commencement of proposed sale to public: From time to time after the effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED February 20, 2024
PRELIMINARY PROSPECTUS
Odysight.ai Inc.
11,046,927 Shares of Common Stock
This prospectus relates to the resale, from time to time, by the selling stockholders named herein (the “Selling Stockholders”), or their pledgees, donees, transferees, or other successors-in-interest, of up to an aggregate of 11,046,927 shares of common stock of Odysight.ai Inc. (“Odysight.ai”). We are registering the resale of up to 6,851,574 outstanding shares of Common Stock which are held by the Selling Stockholders as a result of private placement equity financings in Odysight.ai and third party purchases, and an additional aggregate of 4,195,353 shares of Common Stock that the Selling Stockholders may acquire upon exercise of warrants that we have issued to them pursuant to private placement equity financings. The shares of common stock and warrants to acquire common stock were acquired in the following private placement equity financings and third party purchases: 1,923,575 shares of common stock in a third party purchase in 2023; 3,294,117 shares of common stock and 3,294,117 warrants to acquire shares of common stock in a private placement equity financing in 2023; 901,236 shares of common stock and 901,236 warrants to acquire shares of common stock in a private placement equity financing in 2021; 688,705 shares of common stock a in a private placement equity financing in 2020; and 43,941 shares of common stock a in a private placement equity financing in 2019.
Our common stock is quoted on the OTCQB Market, or the OTCQB, under the symbol “ODYS”. On February 16, 2024, the last reported sale price of our common stock on the OTCQB was $2.96 per share. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section entitled “Plan of Distribution” beginning on page 66 of this prospectus. We will not receive any proceeds from the sale of the shares of common stock offered hereby. All net proceeds from the sale of these shares will go to the Selling Stockholders. However, we will receive cash proceeds equal to the total exercise price of any warrants that are exercised for cash, or up to $27.4 million, if all the warrants issued to the Selling Stockholders are exercised for cash. We do not know when or in what amounts the Selling Stockholders may offer the shares of common stock for sale. The Selling Stockholders may sell any, all or none of the shares of common stock offered by this prospectus.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus. Neither we nor the Selling Stockholders have authorized anyone else to provide you with different information. The shares of common stock offered by this prospectus are being offered only in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may have changed since that date.
Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “Odysight.ai,” “the Company,” and “our Company” refer to Odysight.ai Inc. and our wholly-owned subsidiary, Odysight.ai Ltd., a private company organized under the laws of the State of Israel. The term “Common Stock” refers to shares of our common stock, par value $0.001 per share. The terms “dollar,” “US$,” or “$” refer to US dollars, the lawful currency of the United States. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC. The Selling Stockholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the shares of Common Stock being offered by the Selling Stockholders and other information you should know before investing. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.
The Selling Stockholders may offer and sell the shares of Common Stock covered by this prospectus directly to purchasers, through agents selected by the Selling Stockholders, or to or through underwriters or dealers. See “Plan of Distribution.”
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus includes a number of forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of our Company and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors including, but not limited to:
| ● | our financial performance, including our history of operating losses; | |
| ● | our ability to obtain additional funding to continue our operations; | |
| ● | our ability to successfully develop and commercialize our products; | |
| ● | changes in the regulatory environments of the United States and other countries in which we intend to operate; | |
| ● | our ability to attract and retain key management and marketing personnel; | |
| ● | competition from new market entrants; | |
| ● | our ability to identify and pursue development of additional products; and | |
| ● | unfavorable conditions in the Company’s industry, the global economy or global supply chain, including international trade relations, pandemics, political turmoil, natural catastrophes, warfare (such as the war between Russia and Ukraine, the armed conflict in Israel and Israel’s related declaration of war against Hamas), and terrorist attacks. |
Readers are urged to carefully review and consider the various disclosures made by us in this prospectus and in our other reports filed with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.
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PROSPECTUS SUMMARY
You should read the following summary together with the more detailed information about us, the shares of Common Stock that may be sold from time to time, and our consolidated financial statements and the notes to them, all of which appear elsewhere in this prospectus.
Overview
We are a pioneer in the development, production, and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of our products utilize our unique micro visualization technology in medical devices for complex and minimally invasive medical procedures. Our technology includes proven video technologies and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. At the present time, we derive a substantial portion of our revenue from applications of our micro visualization technology within the medical field.
Our Corporate History and Background
We were incorporated as a corporation under the laws of the State of Nevada on March 22, 2013, under the name Intellisense Solutions Inc. (“Intellisense”). We were initially engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian food products over the Internet. However, we were unable to execute our original business plan, develop significant operations, or achieve commercial sales.
We received initial funding of $19,980 in March 2014 through the sale of Common Stock to two of our former officers and directors, who purchased in the aggregate 1,998,000 shares of our Common Stock at $0.01 per share.
On December 30, 2019, Intellisense and Medigus Ltd. (“Medigus”), an Israeli company traded on the Nasdaq Capital Market, entered into an Exchange Agreement, pursuant to which Medigus delivered 100% of its holdings in ScoutCam Ltd. to Intellisense in exchange for 60% of the issued and outstanding share capital of Intellisense (the “Exchange Agreement”). As a result of the Exchange Agreement, we own all of ScoutCam Ltd.’s issued and outstanding share capital and integrated and adopted ScoutCam Ltd.’s business into our Company as our primary business activity. We changed our name from Intellisense to ScoutCam Inc. on December 31, 2019 and on June 5, 2023, we changed our name to Odysight.ai Inc.
ScoutCam Ltd. was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus and commenced operations on March 1, 2019. ScoutCam Ltd. was incorporated as part of a reorganization of Medigus, which was designed to distinguish ScoutCam Ltd.’s miniaturized imaging business, or the micro ScoutCam™ portfolio, from Medigus’ other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the promotion of such technology. On June 7, 2023, ScoutCam Ltd. changed its name to Odysight.ai Ltd. See– “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below.
Risks Related to Our Business, Operations and Financial Condition
Our business is subject to a number of risks as discussed more fully in “Risk Factors” beginning on page 5 of this prospectus. These risks include, but are not limited to, the following:
| ● | We have had a limited operating history and may not be able to successfully operate our business or execute our business plan. | |
| ● | If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services, we may not be successful in commercializing our products and technology. |
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| ● | We may require substantial additional funding, which may not be available to us on acceptable terms, or at all. | |
| ● | Our failure to effectively manage growth could impair our business. | |
| ● | Our commercial success depends upon the degree of market acceptance by prospective markets and industries | |
| ● | Weakened global economic conditions may harm our industry, business and results of operations. | |
| ● | The continuing effects of the COVID-19 pandemic are highly unpredictable and could be significant, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain if we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services, we may not be successful in commercializing our products and technology. |
Our Corporate Information
We were incorporated under the laws of the State of Nevada on March 22, 2013 under the name Intellisense Solutions Inc. We changed our name to ScoutCam Inc. on December 31, 2019 and on June 5, 2023, we changed our name to Odysight.ai Inc. We have one wholly-owned subsidiary, Odysight.ai Ltd. (formerly known as ScoutCam Ltd.), a private company organized under the laws of the State of Israel, which we acquired on December 30, 2019.
Our principal executive offices are located at Suite 7A, Industrial Park, P.O. Box 3030, Omer, Israel 8496500. Our telephone number is +972 73 370-4690. Our website address is https://www.odysight.ai/. This website address is included in this prospectus as an inactive textual reference only. The information and other content appearing on our website are not part of this prospectus.
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THE OFFERING
| Common Stock offered by the Selling Stockholders | 11,046,927 shares of Common Stock
Assumes exercise of outstanding warrants to acquire 4,195,353 shares of Common Stock. | |
| OTCQB symbol | “ODYS” | |
| Use of proceeds | We will not receive any proceeds from the sale of the shares of Common Stock offered hereby. All net proceeds from the sale of these shares will go to the Selling Stockholders. However, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $27.4 million, if all warrants issued to the Selling Stockholders are exercised for cash. See “Use of Proceeds.” | |
| Common Stock outstanding as of February 18, 2024 (does not include shares of Common Stock underlying outstanding warrants or options). | 10,446,685 shares of Common Stock | |
| Risk factors | Prospective investors should carefully consider the “Risk Factors” beginning on page 5 of this prospectus for a discussion of certain factors that should be considered before deciding whether to invest in the shares of Common Stock offered hereby. |
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RISK FACTORS
Below is a summary of the principal factors that make an investment in the Company speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below, after this summary, and should be carefully considered.
Risks Related to Our Business, Operations and Financial Condition
| ● | We have had a limited operating history and may not be able to successfully operate our business or execute our business plan. | |
| ● | If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services, we may not be successful in commercializing our products and technology. | |
| ● | We may require substantial additional funding, which may not be available to us on acceptable terms, or at all. | |
| ● | Our failure to effectively manage growth could impair our business. | |
| ● | Our commercial success depends upon the degree of market acceptance by prospective markets and industries. | |
| ● | Weakened global economic conditions may harm our industry, business and results of operations. | |
| ● | Our recent rebranding efforts to Odysight.ai may not be successful. | |
| ● | The continuing effects of the COVID-19 pandemic are highly unpredictable and could be significant, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain. |
Risk Related to Third Parties
| ● | Our reliance on third-party suppliers for most of the components of our products, including miniature video sensors could harm our ability to meet demand for our products in a timely and cost-effective manner. | |
| ● | We may not be able to manage our strategic partners. | |
| ● | We may not have sufficient manufacturing capabilities to satisfy any growing demand for our products. We may be unable to control the availability or cost of producing such products. |
Risks Related to Competition
| ● | We expect to face some competition possibly from our customer. If we cannot successfully compete there might be adverse effect on the company. | |
| ● | Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences. |
Risks Related to Intellectual Property
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We may not be able to obtain all possible patents or other intellectual property rights necessary to protect our proprietary technology and business. | |
| ● | We may not be successful in enforcing our intellectual property rights against third parties. | |
| ● | We may be subject to infringement claims and other litigation, which could adversely affect our business. | |
| ● | Governmental regulation of non-practicing patent holders may adversely affect our business. |
General Risk Factors Related to Our Business
| ● | Our business and operations would suffer in the event of computer system failures, cyber-attacks, or deficiencies in our cyber-security. | |
| ● | We may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that could be expensive, divert management’s attention, and harm our business. | |
| ● | Testing of our technologies potential applications for our products will be required and there is no assurance of regulatory approval. | |
| ● | We rely on highly skilled personnel, and, if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate our business effectively. | |
| ● | We incorporate artificial intelligence, or AI, into some of our products. This technology is new and developing and may present both compliance and reputational risks |
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Risks Related to this Offering and Our Common Stock
| ● | If the ownership of our Common Stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest. | |
| ● | Future resales of Common Stock may cause the market price of our Common Stock to drop significantly, even if our business is doing well. | |
| ● | Trading on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our Common Stock and make it difficult for our stockholders to resell their Common Stock. | |
| ● | Nevada law and provisions in our amended and restated articles of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our Common Stock. | |
| ● | The market price of our Common Stock may be highly volatile and such volatility could cause you to lose some or all of your investment. | |
| ● | Our Common Stock is currently a “penny stock,” which imposes additional sales practice requirements on broker-dealers that sell such securities. | |
| ● | Compliance with the reporting requirements of federal securities laws can be expensive. | |
| ● | Our investors’ ownership in the Company may be diluted in the future. | |
| ● | Directors, executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests. | |
| ● | We do not anticipate paying any cash dividends in the foreseeable future. |
Risks Related to our Operations in Israel
| ● | We are subject to the risks of political, economic, health, and military instability in countries outside the United States in which we operate. | |
| ● | Conditions in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations. | |
| ● | In addition to the current war with Hamas, other instances causing political, economic, or military instability in Israel may impede our ability to operate and harm our financial results. | |
| ● | It may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers. | |
| ● | Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings. | |
| ● | Certain technology developed and used by us received Israeli government grants for certain research and development activities. The terms of those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events. | |
| ● | We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business. |
You should carefully consider the risks described below, as well as the financial or other information in this prospectus, including our consolidated financial statements and the related notes, before deciding whether to invest in our securities. The risks and uncertainties described below are not the only risks we face. We may face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial. Any of the risks described below, and any such additional risks, could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.
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Risks Related to Our Business, Operations and Financial Condition
We have had a limited operating history and may not be able to successfully operate our business or execute our business plan.
Given our limited operating history, it is hard to evaluate our proposed business and prospects. Our proposed business operations will be subject to numerous risks, uncertainties, expenses, and difficulties associated with early-stage enterprises. Such risks include, but are not limited to, the following:
| ● | the absence of a lengthy operating history; | |
| ● | potential for ongoing operating losses; | |
| ● | operating in multiple currencies; | |
| ● | our ability to anticipate and adapt to a developing market(s); | |
| ● | acceptance of our products by the medical and industrial (I4.0) markets and consumers; | |
| ● | introducing innovation to conservative industries; | |
| ● | development risks and implementation of new software and algorithm for AI and cloud utilization; | |
| ● | insufficient capital to fully realize our operating plan; | |
| ● | a competitive environment; | |
| ● | the ability to identify, attract, and retain qualified personnel; and | |
| ● | operating in an environment that is highly regulated by a number of agencies. |
Because we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable to address such risks in a cost-effective manner, if at all. We have not earned a profit in any full fiscal year since our inception, and we cannot be certain as to when or if we will achieve or maintain profitability. If we are unable to successfully address these risks our business could be harmed.
If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services, we may not be successful in commercializing our products and technology.
Given that we are currently as a B2B company, our business is reliant on our ability to successfully attract potential business targets. Furthermore, we have a limited sales and marketing infrastructure and have limited experience in the sale, marketing, or distribution of our technologies beyond the B2B model. To achieve commercial success for our technologies or any future developed product, we will need to establish a sales and marketing infrastructure or to out-license such future products.
In the future, we may consider building a focused sales and marketing infrastructure to market any developed products and potentially other products in the United States or elsewhere in the world. There are risks involved with establishing our own sales, marketing, and distribution capabilities. For example, recruiting, and training a sales force could be expensive and time consuming and could delay any product launch. This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.
Factors that may inhibit our efforts to commercialize any future products on our own include:
| ● | we have not recruited adequate numbers of effective sales and marketing personnel; | |
| ● | the challenge of sales personnel to obtain access to potential customers; | |
| ● | the lack of complementary products to be offered by sales personnel or lack of product-market fit, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and | |
| ● | unforeseen costs and expenses associated with creating an independent sales and marketing organization. |
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If we are unable to establish our own sales, marketing, and distribution capabilities or enter into successful arrangements with third parties to perform these services, we will not be successful in commercializing our technologies or any future products we may develop, and our revenues and profitability may be materially adversely affected.
We may require substantial additional funding, which may not be available to us on acceptable terms, or at all.
Our cash and short-term deposit balance as of September 30, 2023 was $19.5 million. We may require additional funding to fund and grow our operations and to develop certain products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. In the event we require additional capital, the inability to obtain such capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we require and are unable to obtain additional financing, we will likely be required to curtail our development plans. In that event, current stockholders would likely experience a loss of most or all of their investment. Additional funding may be dilutive to the interests of existing stockholders.
Our failure to effectively manage growth could impair our business.
Our business strategy contemplates a period of rapid growth which may put a strain on our administrative and operational resources, and our funding requirements. Our ability to effectively manage growth will require us to successfully expand the capabilities of our operational and management systems, and to attract, train, manage, and retain qualified personnel. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to appropriately manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.
Our commercial success depends upon the degree of market acceptance by such prospective markets and industries as defense and aviation, as well as by the medical community.
Our current business model is that of a B2B approach in which we seek to identify target businesses interested in integrating our technology or commissioning individual projects using our technology. Any product that we commission or that is brought to the market may or may not gain market acceptance by prospective customers. The commercial success of our technologies, commissioned products, and any future product that we may develop depends in part on the medical community as well as other industries for various use cases, depending on the acceptance by such industries of our commissioned products as a useful and cost-effective solution compared to current technologies. During 2022, we commenced proactive market penetration into industries other than the biomedical sector, such as the defense and aviation industries. If our technology or any future product that we may develop does not achieve an adequate level of acceptance, or does not garner significant commercial appeal, we may not generate significant revenue and may not become profitable. The degree of market acceptance will depend on a number of factors, including:
| ● | the cost, safety, efficacy/performance, perceived value and convenience of our technology and any commissioned product and any future product that we may develop in relation to alternative products; | |
| ● | the ability of third parties to enter into relationships with us; | |
| ● | the effectiveness of our sales and marketing efforts; | |
| ● | the strength of marketing and distribution support for, and timing of market introduction of, competing technology and products; and | |
| ● | publicity concerning our technology or commissioned products or competing technology and products. |
Our efforts to penetrate industries and educate the marketplace on the benefits of our technology, and reasons to seek the commissioning of products based on our technology, may require significant resources and may never be successful. Such efforts to educate the marketplace may require more resources than are required by conventional technologies.
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Weakened global economic conditions may harm our industry, business and results of operations.
Our overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated to us or may harm us. The United States and other key international economies have been affected from time to time by falling demand for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, inflation and overall uncertainty with respect to the economy, including with respect to tariff and trade issues. Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial markets related to stock market volatility, inflation, recession, changes in tariffs, trade agreements, or governmental fiscal, monetary and tax policies, among others, could adversely impact our business, financial condition and operating results.
More recently, inflation rates in the U.S. have been higher than in previous years, which may result in decreased demand for our products and services, increases in our operating costs including our labor costs, constrained credit and liquidity, reduced government spending and volatility in financial markets. The Federal Reserve has raised, and may again raise, interest rates in response to concerns over inflation risk. Increases in interest rates on credit and debt that would increase the cost of any borrowing that we may make from time to time and could impact our ability to access the capital markets. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. In an inflationary environment, we may be unable to raise the sales prices of our products at or above the rate at which our costs increase, which could reduce our profit margins and have a material adverse effect on our financial results and net income. We also may experience lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a negative reaction to our pricing. A reduction in our revenue would be detrimental to our profitability and financial condition and could also have an adverse impact on our future growth.
Our recent rebranding efforts to Odysight.ai may not be successful.
On June 8, 2023, we announced an extensive corporate rebranding initiative, changing our name to Odysight.ai. Customers, suppliers and partners may be confused by or disapprove of our name change, leading to disruptions in our business and results of operations, and investors may not recognize us under our new name, or understand or appreciate our rebranding efforts, which could materially and adversely impact the trading price of our Common Stock.
The continuing effects of the COVID-19 pandemic are highly unpredictable and could be significant, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.
The extent to which the COVID-19 pandemic ultimately impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, such as the duration of future outbreaks, including current and subsequent variants of COVID-19, travel restrictions and social distancing in Israel, the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in Israel, the United States and other countries to contain and treat the disease and to address its impact, including on financial markets or otherwise. These measures have impacted, and may further impact, our suppliers and other business partners from conducting business activities as usual (including, without limitation, the availability and pricing of materials, manufacturing and delivery efforts, clinical trials, and other aspects that may affect our business) for an unknown period of time. In addition, we, our suppliers and other business partners may experience significant impairments of business activities due to operational shutdowns or suspensions that may be requested or mandated by national or local governmental authorities or self-imposed by us, our suppliers or other business partners.
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Risk Related to Third Parties
Our reliance on third-party suppliers for most of the components of our products could harm our ability to meet demand for our products in a timely and cost-effective manner.
We rely on our third-party suppliers to obtain an adequate supply of quality components on a timely basis with favorable terms to manufacture our commissioned products. Some of those components that we sell are provided to us by a limited number of suppliers. We will be subject to disruptions in our operations if our sole or limited supply contract manufacturers decrease or stop production of components or do not produce components and products of sufficient quantity or quality. Alternative sources for our components will not always be available.
Though we attempt to ensure the availability of more than one supplier for each important component in any product that we commission, the number of suppliers engaged in the provision of miniature video sensors which are suitable for our CMOS technology mainly in the medical domain is very limited, and therefore in some cases we engage with a single supplier, which may result in our dependency on such supplier. This is the case regarding sensors for the CMOS type technology that are produced by a single supplier in the United States. As we do not have a direct general contract in place with this supplier, there is no contractual commitment on the part of such supplier for any set quantity of such sensors. The loss of our sole supplier in providing us with miniature sensors for our CMOS technology products mainly in the medical domain, and our inability or delay in finding a suitable replacement supplier, could negatively affect our business, financial condition, results of operations, and reputation.
We are also subject to other risks inherent in the manufacturing of our products and their supply chain, including industrial accidents, natural disasters (including as a result of climate change), environmental events, strikes, and other labor disputes, capacity constraints, disruptions in material or packaging supplies, as well as global shortages, disruptions in supply chain or information technology, loss or impairment of key manufacturing sites or suppliers, product quality control, safety, increase in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as other external factors over which we have no control. If such an event were to occur, it could have an adverse effect on our business, financial condition, and results of operations.
In addition, if we cannot supply commissioned products or future potentially developed products due to a lack of components or are unable to utilize other components in a timely manner, our business will be significantly harmed. If inventory shortages occur, they could be expected to have a material and adverse effect on our future revenues and ability to effectively project future sales and operating results.
We may not be able to manage our strategic partners effectively.
We have entered into, and we may continue to enter into, strategic alliances with third parties to gain access to new and innovative technologies and markets. These parties are often large, established companies. Negotiating and performing under these arrangements involves significant time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize and performing under these arrangements may adversely affect our results of operations.
Failure to manage our current partners effectively or enter into new strategic alliances may affect our success in executing our business plan and may adversely affect our business, financial condition, and results of operation. We may not realize the anticipated benefits of any or all partnerships or may not realize them in the time frame expected.
We may not have sufficient manufacturing capabilities to satisfy any growing demand for our commissioned products. We may be unable to control the availability or cost of producing such products.
Our current manufacturing capabilities may not reach the required production levels necessary in order to meet growing demands for any products we may commission or future products we may develop. There can be no assurance that our commissioned products can be manufactured at our desired commercial quantities, in compliance with our requirements, and at an acceptable cost. Any such failure could delay or prevent us from shipping said products and marketing our technologies in accordance with our target growth strategies.
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Risks Related to Competition
We expect to face competition. If we cannot successfully compete with new or existing technologies or future developed products, our marketing and sales will suffer, and we may never be profitable.
We expect to compete against existing technologies and proven products in different industries. In addition, some of these competitors, either alone or together with their collaborative partners, operate larger research, and development programs than we do, and may have substantially greater financial resources than we do, as well as significantly greater experience in obtaining regulatory approvals applicable to the commercialization of relevant competitive technologies and future products.
Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, and the Israeli Prohibition on Money Laundering Law, 5760-2000, collectively, the Israeli Anti-Corruption Laws, and the UK Bribery Act 2010, or UK Bribery Act, and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA, the Israeli Anti-Corruption Laws, the UK Bribery Act, and other applicable anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives and agents. In addition, we leverage third parties to sell our products and conduct our business abroad. We and our third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence is established and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA, the Israeli Anti-Corruption Laws, the UK Bribery Act, or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a decline in the market price of our Common Stock or overall adverse consequences to our reputation and business, all of which may have an adverse effect on our results of operations and financial condition.
Risks Related to Intellectual Property
We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.
We may seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have commercial value or that will likely give us a technological advantage. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow them to use the inventions that they create exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable, or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around their patents or develop products similar to our work products that are not within the scope of their patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent.
Prosecution and protection of the rights sought in patent applications and patents can be costly, lengthy, and uncertain, often involve complex legal and factual issues, and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability, and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time, and divert management’s attention from other business matters. We cannot assure that any of our issued patents or pending patent applications provide any protectable, maintainable, or enforceable rights or competitive advantages to us.
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In addition to patents, we plan to rely on a combination of copyrights, trademarks, trade secrets, and other related laws and confidentiality procedures and contractual provisions to protect, maintain, and enforce our proprietary technology and intellectual property rights in the United States and other countries. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers, and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:
| ● | misappropriation of our proprietary and confidential information, including technology, will nevertheless occur; |
| ● | our confidentiality agreements will not be honored or may be rendered unenforceable; |
| ● | third parties will independently develop equivalent, superior, or competitive technology or products; |
| ● | disputes will arise with our current or future strategic licensees, customers, or others concerning the ownership, validity, enforceability, use, patentability, or registrability of intellectual property; or |
| ● | unauthorized disclosure of our know-how, trade secrets, or other proprietary or confidential information will occur. |
We may not be successful in enforcing our intellectual property rights against third parties.
Unlicensed copying and use of our intellectual property or infringement of our intellectual property rights may result in the loss of revenue to us and cause us other harm. We seek diligently to enforce our intellectual property rights. Although we devote significant resources to developing and protecting our technologies and evaluating potential competitors of our technologies for infringement of our intellectual property rights, these infringements may nonetheless go undetected or may arise in the future. In the ordinary course of business, we encounter companies that we suspect are infringing on our intellectual property rights. When we encounter a company that we suspect is infringing our intellectual property rights, we may try to analyze their products and/or try to negotiate a license arrangement with such party. If we try and are unable to negotiate a license or secure the agreement of such alleged infringing party to cease its activities, we must make decisions as to how best to enforce our intellectual property rights.
The process of negotiating a license with a third party can be lengthy and may take months or even years in some circumstances. Even if we are successful in securing a license agreement, there can be no assurance that our technologies will be used in a product that is ultimately brought to market, achieves commercial acceptance or results in significant royalties to us. We generally incur expense prior to entering into our license agreements, generating a license fee, and establishing a royalty stream from each customer. We may incur costs in any particular period before any associated revenue stream begins, if at all. Further, it is possible that third parties who we believe are infringing our intellectual property rights are unwilling to license our intellectual property from us on terms we can accept, or at all.
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If we cannot persuade a third party who we believe is infringing our technology to enter into a license with us, we may be required to consider other alternatives to enforce our rights, including commencing litigation. The decision to commence litigation over infringement of a patent is complex and may lead to several risks to us, including the following, among others:
| ● | the time, significant expense and distraction to management of managing such litigation; | |
| ● | the uncertainty of litigation and its potential outcomes; | |
| ● | the possibility that in the course of such litigation, the defendant may challenge the validity of our patents, which could result in a re-examination or post grant review of our patents and the possibility that our patents may be limited in scope or invalidated altogether; | |
| ● | the potential that the defendant may successfully persuade a court that their technology or products do not infringe our intellectual property rights; | |
| ● | the impact of such litigation on other licensing relationships we have or seek to establish, including the timing of renewing or entering into such relationships, as applicable, as well as the terms of such relationships; and | |
| ● | adverse publicity to us or harm to relationships we have with customers or others. |
Also, enforcement of patent protection throughout the world is generally established on a country-by-country basis and we may not have as much success enforcing our patents in foreign jurisdictions as in the United States. Further, in some instances, certain foreign governmental entities that might infringe our intellectual property rights may enjoy sovereign immunity from such claims. Consequently, effective protection of our intellectual property rights may be unavailable or limited.
Defendants in any litigation we consider commencing may have substantially greater financial and management resources necessary to manage litigation than we have. Further, such potential defendants may also have their own substantial patent portfolio. Patent litigation can endure for years and result in millions of dollars of expenses. If our counterparties in such litigation have substantially greater resources than we have, we may not be able to withstand the time, expense, or distraction of the litigation, even though we may have a better litigation position than such counterparties. In such instances we may not recover the expenses of litigation, and we may be required to enter into settlement agreements that would be adverse to us or our intellectual property portfolio.
The foregoing and other factors may cause us not to file or continue litigation against alleged infringers of our intellectual property rights, or may cause us not to file for, or pursue, patent protection for our inventive technology, in certain jurisdictions. Our failure to seek to enforce our intellectual property rights may weaken our ability to enforce our intellectual property in the future or make our efforts to license our intellectual property rights more difficult.
If we fail to protect our intellectual property rights adequately, if there are adverse changes in applicable laws, or if we become involved in litigation relating to our intellectual property rights or the intellectual property rights of others, our business could be seriously harmed. In such cases, the value ascribed to our intellectual property could diminish, we may incur significant legal expenses that could harm our results of operations, and our patents or other intellectual property rights may be limited or invalidated. Any of the foregoing could have a negative effect on the value of our Common Stock.
We may be subject to infringement claims and other litigation, which could adversely affect our business.
As more companies engage in business activities relating to predictive maintenance solutions, and develop corresponding intellectual property rights, it is increasingly likely that claims may arise which assert that some of our products or services infringe upon other parties’ intellectual property rights. These claims could subject us to costly litigation and divert management resources. These claims may require us to pay significant damages, cease production of infringing products, terminate our use of infringing technology, or develop non-infringing technologies. In these circumstances, continued use of our technology may require that we acquire licenses to the intellectual property that is the subject of the alleged infringement, and we might not be able to obtain these licenses on commercially reasonable terms or at all. Our use of protected technology may result in liability that could threaten our continued operation.
Some of the contracts with our customers include indemnity and similar provisions regarding our non-infringement of third-party intellectual property rights. As deployment of our technology increases, and more companies enter our markets, the likelihood of a third-party lawsuit resulting from these provisions increases. If an infringement arose in a context governed by such a contract, we may have to refund to our customer amounts already paid to us or pay significant damages, or we may be sued by the party whose intellectual property has allegedly been infringed upon.
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Governmental regulation of non-practicing patent holders may adversely affect our business.
Governmental policymakers and commercial participants have proposed reforming U.S. patent laws and regulations in a manner that may limit a patent-holder’s ability to enforce its patents against others to the extent that the holder is not practicing the subject matter of the patent at issue. The U.S. International Trade Commission has also recently taken certain actions that have been viewed as unfavorable to patentees seeking recourse in this forum. While we cannot predict what form any new patent reform laws or regulations may ultimately take, or what impact they may have on our business, any laws or regulations that restrict our ability to enforce our patent rights against third parties could have a material adverse effect on our business.
General Risk Factors Related to Our Business
Our business and operations would suffer in the event of computer system failures, cyber-attacks, or deficiencies in our cyber-security.
Security incidents involving our information technology systems and those of third parties on which we rely have occurred in the past, such as phishing attacks, although none of these incidents have been material to our business. Such security incidents may occur in the future. Despite the implementation of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside our organization. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims and liability, and damage to our reputation, and the further development of our product candidates could be delayed. We face an increasingly difficult challenge to attract and retain highly qualified security personnel to assist us in combatting these security threats.
We may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that could be expensive, divert management’s attention, and harm our business.
Our business exposes us to potential liability risks, product actions, and other field or regulatory actions that are inherent in the manufacturing, marketing and sale of medical device, or any other products that we may have commissioned for a target business. We may be held liable if such products cause injury or death or are found otherwise unsuitable or defective during usage. Our products incorporate mechanical and electrical parts, complex computer software, and other sophisticated components, any of which can contain errors or failures. Complex computer software is particularly vulnerable to errors and failures, especially when first introduced. In addition, new products or enhancements to our existing products may contain undetected errors or performance problems that, despite testing, are discovered only after installation.
If any of our commissioned products are defective, whether due to design or manufacturing defects, improper use of the product, or other reasons, we may voluntarily or involuntarily undertake an action to remove, repair, or replace the product at our expense. In some circumstances we will be required to notify regulatory authorities of an action pursuant to a product failure.
We cannot ensure that provisions in our customer contracts will be legally sufficient to protect us if we are subjected to legal action. In addition, our errors and omissions and product liability insurance coverage may not be completely adequate, may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims, or the insurer may disclaim coverage as to some types of future claims. The successful assertion of any large claim against us could seriously harm our business. Even if not successful, these claims may result in significant legal and other costs, be a distraction to our management and harm our reputation.
Testing of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.
The effect of government regulation and the need for compliance may delay marketing of our technologies and future potentially developed products for a considerable period of time, impose costly procedures upon our activities, and provide an advantage to larger companies that compete with us. There can be no assurance that we will be able to achieve regulatory compliance for any of our products. Any such delay in achieving such regulatory compliance would materially and adversely affect the marketing of any contemplated products and the ability to earn product revenue. Further, regulation of manufacturing facilities by state, local, and other authorities is subject to change. Any additional regulation could result in limitations or restrictions on our ability to utilize any of our technologies, thereby adversely affecting our operations. Various federal and foreign statutes and regulations also govern or influence the manufacturing, safety, labeling, storage, record keeping, and marketing of our products. The process of compliance with relevant U.S. and foreign statutes and regulations are time-consuming and require the expenditure of substantial resources. In addition, these requirements and processes vary widely from country to country.
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We rely on highly skilled personnel, and if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate our business effectively.
Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, as well as our ability to attract and retain skilled employees. Competition for highly skilled management, technical, research and development, and other employees is intense, and we may not be able to attract or retain highly qualified personnel in the future. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.
If a significant portion of our employees leaves us, we might fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition, and results of operations could be adversely affected.
Our success also depends on our having highly trained financial, technical, R&D, sales, and marketing personnel. We will need to continue to hire additional personnel as our business grows. A shortage in the number of people with these skills or our failure to attract them to our Company could impede our ability to increase revenues from our existing technology and services, ensure full compliance with international and federal regulations, or launch new product offerings and would have an adverse effect on our business and financial results.
Further, the volatility of our stock price may make our equity compensation less attractive to current and potential employees.
We may be unable to keep pace with changes in technology as our business and market strategy evolves.
We will need to respond to technological advances in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological change.
We incorporate artificial intelligence, or AI, into some of our products. This technology is new and developing and may present both compliance and reputational risks.
Because we develop our own algorithms and learning capabilities in the artificial intelligence (“AI”) capabilities that we incorporate into some of our products, and because the software solutions we create, implement, and maintain are often critical to some of our potential customers’ platforms, we may experience some system and service failures, schedule or delivery delays and other problems in connection with our AI work. If we experience these problems, we may lose revenue due to adverse customer reactions, including postponement, cancellation or failure to renew contracts; be required to provide additional services to a customer at no charge; receive negative publicity, which could damage our reputation and adversely affect our ability to attract or retain customers; and suffer legal action for substantial damages.
Risks Related to this Offering and Our Common Stock
If the ownership of our Common Stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.
Mr. Arkin, who beneficially owns approximately 55.60% of our Common Stock, holds approximately 44.57% of the current voting power in our Company and may exercise warrants and options which could increase his voting power to 55.60%. As a result, Mr. Arkin will likely control any action requiring a stockholder vote, including: the election of directors; mergers, consolidations and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our amended and restated certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution. This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of Mr. Arkin may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company. Also, Mr. Arkin may seek to cause us to take courses of action that, in his judgment, could enhance his investment in our Company, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our Common Stock could decline or stockholders might not receive a premium over the then-current market price of our Common Stock upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our Common Stock because investors may perceive disadvantages in owning shares in a company with significant stockholders.
If we ever list on Nasdaq, we may be considered a “controlled company” within the meaning of Nasdaq rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
As a result of the concentration of voting power described above, we may be considered a “controlled company”, for example by Nasdaq if we ever list on The Nasdaq Stock Market, which we do not expect to be able to do, if ever, until after we file our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in March or April 2024, at the earliest. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including: the requirement that a majority of our board of directors consist of “independent directors” as defined under the rules of Nasdaq; the requirement that we have a compensation committee that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.
Although no decision has been made about whether or not to rely on such exemptions, if we do rely on any or all of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
Future resales of Common Stock may cause the market price of our Common Stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our Common Stock in the public market could occur at any time, including by the Selling Stockholders pursuant to the registration statement of which this prospectus is a part. These sales, or the perception in the market that such sales can occur, could reduce the market price of our Common Stock and increase the volatility in the market price of our Common Stock. Further, the sale of a substantial portion of shares of our Common Stock could result in a change of control, which could impact the market price and liquidity of our Common Stock.
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Trading on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our Common Stock and make it difficult for our stockholders to resell their Common Stock.
Our Common Stock is currently quoted on the OTCQB tier of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our Common Stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a stock exchange like NASDAQ or the NYSE. Although in June 2021 we filed an application with The Nasdaq Stock Market to list our Common Stock, we did not complete the process and do not expect to be able to do so, if ever, until after we file our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in March or April 2024, at the earliest. Our Common Stock has a history of thin trading. During the 52-week period ended January 31, 2024, trades were only reported on 74 trading days. These factors may result in investors having difficulty reselling any shares of our Common Stock.
Anti-takeover provisions contained in our articles and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.
Our amended and restated articles of incorporation and bylaws currently contain provisions that, together with Nevada law, could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our board of directors. Our corporate governance documents presently include provisions such as providing for a “staggered” board of directors in which only one-third (1/3) of the directors can be elected in any year, and limiting the liability of, and providing indemnifications to, our directors and officers. These provisions, alone or together, could delay hostile takeovers and changes in control of our Company or changes in our management.
As a Nevada corporation, we may also become subject to the provisions of Nevada Revised Statutes Sections 78.378 through 78.3793, which prohibit an acquirer, under certain circumstances, from voting shares of a corporation’s stock after crossing specific threshold ownership percentages, unless the acquirer obtains the approval of the stockholders of the issuer corporation. The first such threshold is the acquisition of at least one-fifth, but less than one-third of the outstanding voting power of the issuer. We may become subject to the above referenced Statutes if we have 200 or more stockholders of record, at least 100 of whom are residents of the State of Nevada and do business in the State of Nevada directly or through an affiliated corporation.
Any provision of our amended and restated articles of incorporation, our bylaws or Nevada law that has the effect of delaying or deterring a change in control of our Company could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the price that some investors are willing to pay for our Common Stock.
The market price of our Common Stock may be highly volatile and such volatility could cause you to lose some or all of your investment.
The market price of our Common Stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:
| ● | the announcement of new products or product enhancements by us or our competitors; |
| ● | developments concerning intellectual property rights; |
| ● | changes in legal, regulatory, and enforcement frameworks impacting our technology or the application of our technology; |
| ● | variations in our and our competitors’ results of operations; |
| ● | fluctuations in earnings estimates or recommendations by securities analysts, if our Common Stock is covered by analysts; |
| ● | the results of product liability or intellectual property lawsuits; |
| ● | future issuances of Common Stock or other securities;
|
| ● | the addition or departure of key personnel; |
| ● | announcements by us or our competitors of acquisitions, investments or strategic alliances; |
| ● | current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, Israel’s war or conflicts with Hamas or Lebanon, terrorism or other geopolitical events; |
| ● | sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market and economic instability; and |
| ● | general market conditions and other events or factors, many of which are beyond our control. |
In addition, the stock market has experienced significant volatility, particularly with respect to pharmaceutical, biotechnology and other life sciences company stocks. The volatility of pharmaceutical, biotechnology and other life sciences company stocks often does not relate to the operating performance of the companies represented by the stock. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.
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Our Common Stock is currently a “penny stock,” which imposes additional sales practice requirements on broker-dealers that sell such securities.
The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our Common Stock is currently a “penny stock” and is subject to Rule 15g-9 under the Securities Exchange Act of 1934, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.
For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.
There can be no assurance that our Common Stock will qualify for exemption from the Penny Stock Rule. Even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Securities Exchange Act of 1934, or the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.
The penny stock rules may make it difficult for stockholders to sell their shares of our Common Stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our Common Stock may be adversely affected. Also, many brokers choose not to participate in penny stock transactions. Accordingly, stockholders may not always be able to resell their shares of our Common Stock publicly at times and prices that they feel are appropriate.
Compliance with the reporting requirements of federal securities laws can be expensive.
We are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of the Exchange Act, and other federal securities laws. The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. Failure to comply with the applicable securities laws could result in private or governmental legal action against us or our officers and directors, which could have a detrimental impact on our business and financials, the value of our stock, and the ability of stockholders to resell their stock.
Our investors’ ownership in the Company may be diluted in the future.
In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present stockholders. We have in the past and may continue to issue a substantial number of shares of Common Stock or other securities convertible into or exercisable for Common Stock in connection with capital raising activity, hiring, or retaining employees, future acquisitions, raising additional capital in the future to fund our operations, and other business purposes. We expect to authorize in the future a substantial number of shares of our Common Stock for issuance under a stock option or similar plan, and may issue equity awards to management, employees, and other eligible persons. Additional shares of Common Stock issued by us in the future will dilute an investor’s investment in the Company. In addition, we may seek stockholder approval to increase the amount of the Company’s authorized stock, which would create the potential for further dilution of current investors.
Directors, executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.
As of February 18, 2024, our directors, executive officers, principal stockholders, and affiliated entities may be deemed to beneficially own, in the aggregate, approximately 84.09% of our outstanding voting securities. As a result, if some or all of such parties acted together, they would have the ability to exert substantial influence over the election of our board of directors and the outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control of the Company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices. This concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our Company.
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We do not anticipate paying any cash dividends in the foreseeable future.
We have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Common Stock as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors.
Risks Related to our Operations in Israel
We are subject to the risks of political, economic, health, and military instability in countries outside the United States in which we operate.
Some of our products are produced in Israel, India, China, and other countries which are particularly subject to risks of political, economic, health, and military instability. This instability could result in wars, riots, nationalization of industry, currency fluctuations, and labor unrest or unavailability. These conditions could have an adverse impact on our ability to manufacture, ship, and operate in these regions and, depending on the extent and severity of these conditions, could result in a reduction in customer orders and sales to certain regions and end-markets and materially and adversely affect our overall financial condition and operating results. We have principal manufacturing facilities and operations located in Israel. Accordingly, our business will be directly influenced by the political, economic, and military conditions affecting Israel at any given time.
Conditions in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations.
Our offices and management team are located in Israel. Accordingly, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.
On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel, resulting in extensive deaths, injuries and kidnapping of civilians and soldiers. On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict against Hamas and other terrorist organizations continues in parallel to their continued terror and rocket attacks, including by Hezbollah, a militant group operating from Lebanon against areas of northern Israel, and by the Houthis, a militant group operating from Yemen against commercial shipping in the Gulf of Aden and Red Sea. Moreover, these conditions may escalate in the future into a greater regional conflict.
Although we currently do not expect the ongoing conflict to materially affect our business, financial condition and results of operations, we have experienced some disruptions to our work, including initial difficulties in traveling outside of Israel (now eased) and occasional rocket fire on the Ramat Gan and Omer municipalities where our offices are located, requiring our employees to shelter for several minutes in an on-site safe room. In addition, several of our employees, including our CEO, Yehu Ofer, have been called into military reserve duty (in Mr. Ofer’s case, he is still able to work a full-time schedule for the Company).
The Israel Defense Force (the “IDF”), the national military of Israel, is a conscripted military service, subject to certain exceptions. Following October 7, 2023, the IDF initially called up more than 350,000 of its reserve forces to serve and the current number of those called up remains significant. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge. Although we have taken necessary mitigation measures to respond to a decrease in labor availability, such as work-from-home measures and increased employee overtime and third-party outsourcing, such measures may have unintended negative effects and adversely impact our business, financial condition and results of operations.
Future shelter-in-place and work-from-home measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily disrupt our employees’ ability to effectively perform their daily tasks. There can be no assurances that an escalation of the current conflicts in the region or further unforeseen events will not have a material adverse effect on our business, financial condition and results of operations in the future.
It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among other possible negative effects.
In addition to the current war with Hamas, other instances causing political, economic or military instability in Israel may impede our ability to operate and harm our financial results.
In addition to the ongoing war with Hamas, other political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries. We have never experienced any material interruption in our operations attributable to these factors, in spite of several Middle East crises. A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results, and financial condition.
In recent years, Israel has been subject to certain political instability and an increased number of elections were held. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects. Changes in the Israeli economy could make it more difficult for us to operate our business and could have a material adverse effect on our business, reputation, financial condition, results of operation and cash flow.
In the beginning of 2023, the newly formed government commenced a legislative process to effect changes in the Israeli legal system. Certain financial, legal, and commercial organizations and entities have claimed that such changes will weaken the Israeli legal system and, as a result, could lead to negative impact on the economic and financial conditions of the State of Israel. At this stage, where most of the proposed legislation has not become effective and its scope is not fully determined, we cannot assess the likelihood of the legislation going into effect or the possible impact of these changes.
In addition to Hamas, Israel is engaged in sporadic armed conflicts with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Some of these hostilities have been accompanied by missiles being fired from Lebanon against civilian targets in various parts of Israel, including areas in which some of our employees and consultants may be located, and negatively affected business conditions in Israel. The global shipping industry is also experiencing disruptions due attacks by Houthi militants from Yemen on commercial shipping in the Gulf of Aden and Red Sea, which has caused the rerouting of shipping away from the Suez Canal. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations.
Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflict or political instability in the region would likely negatively affect business conditions and could harm our results of operations.
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Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies and may do so in the future as a result of the war with Hamas or for other reasons. These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
Many Israeli citizens are also obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. As has been the case with the ongoing war with Hamas, in response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be additional military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition, and results of operations.
It may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.
It may be difficult to acquire jurisdiction and enforce liabilities against any of our officers and directors who are based in Israel. It may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the federal securities laws. Even if an Israeli court agrees to hear a claim, it may determine that the Israeli law, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, certain content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the Israeli law. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal and state securities laws against us or any of our non-U.S. directors or officers.
Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.
Our reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in U.S. dollars and we expect our future revenues to be denominated primarily in U.S. dollars. However, some of our expenses are in New Israeli Shekels (NIS) and as a result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future, decide to enter into currency hedging transactions. These measures, however, may not adequately protect us from material adverse effects.
Exchange rate movements have impacted and may continue to impact our consolidated revenues and operating results. It is particularly difficult to forecast exchange rate movements and unanticipated currency fluctuations have affected and could continue to affect our financial results and cause our results to differ from investor expectations or our own guidance in any future periods. Volatility in exchange rates and global financial markets is expected to continue due to political and economic uncertainty globally
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Certain technology developed and used by us received Israeli government grants for certain research and development activities. The terms of those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.
The research and development efforts that contributed to certain technology used by us was financed in part through grants from the Israel Innovation Authority (“IIA”) to Medigus, which was subsequently transferred to Odysight.ai (for more information about such agreements, refer to – “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below). The terms of such grants require Odysight.ai to comply with the requirements of the Innovation Law. When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Innovation Law restrict the transfer outside of Israel of such know-how, and the manufacturing or manufacturing rights of such products, technologies or know-how, without the prior approval of the IIA. Therefore, if aspects of our technologies are deemed to have been developed with IIA funding, the discretionary approval of an IIA committee would be required for any transfer to third parties outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. We may not receive those approvals. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer technology or development out of Israel.
The transfer of IIA-supported technology or know-how or manufacturing or manufacturing rights related to aspects of such technologies outside of Israel may involve the payment of significant penalties and other amounts, depending upon the value of the transferred technology or know-how, the amount of IIA support, the time of completion of the IIA-supported research project and other factors. These restrictions and requirements for payment may impair our ability to sell our technology assets outside of Israel or to outsource or transfer development or manufacturing activities with respect to any product or technology outside of Israel. Furthermore, the consideration available to our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.
The Company has applied for and been awarded an additional IIA-funded grant, to support and enhance the Company’s production capabilities. Subject to successfully achieving certain predetermined milestones, the Company will receive a maximum grant amount of NIS 1 million. The grant shall subject the Company to certain restrictions on transfer of manufacturing rights and know-how outside of Israel and will require royalty payments on revenues derived from sales of the products developed from the IIA funding.
We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
A significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his inventions. Recent case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration (but rather uses the criteria specified in the Patent Law). Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business.
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USE OF PROCEEDS
All of the proceeds from the sale of any shares of Common Stock offered under this prospectus are for the account of the Selling Stockholders. Accordingly, we will not receive any proceeds from the sales of these securities, although we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $27.4 million, if all warrants issued to the Selling Stockholders are exercised for cash. We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock offered under this prospectus, whereas the Selling Stockholders will bear all brokerage commissions and similar selling expenses.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our Common Stock is quoted on the OTCQB under the symbol “ODYS”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our Common Stock.
OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
As of February 18, 2024, there were 40 holders of record of our Common Stock and 10,446,685 shares of our Common Stock outstanding.
Dividends
We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.
Section 15(g) of the Exchange Act
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. This section and related rules impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker-dealers receiving penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker-dealers to approved the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Special Note on Forward-Looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.
Overview
We were incorporated under the laws of the State of Nevada on March 22, 2013, under the name Intellisense Solutions Inc. We were initially engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian food products over the Internet. However, were not able to execute our original business plan, develop significant operations, or achieve commercial sales.
On December 30, 2019, we acquired all of the issued and outstanding share capital of ScoutCam Ltd. Following this transaction, we integrated and fully adopted ScoutCam Ltd.’s business into our Company as our primary business activity. On December 31, 2019, we changed our name to ScoutCam Inc. and, on June 5, 2023, we changed our name to Odysight.ai Inc.
We are a pioneer in the development, production and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of our products utilize our unique micro visualization technology in medical devices for complex and minimally invasive medical procedures. Our technology includes proven video technologies and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. At the present time, we derive a substantial portion of our revenue from applications of our micro visualization technology within the medical field.
Our unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. Our solution allows maintenance and operations teams visibility into areas which are inaccessible under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring and has various applications which have relevancy in a wide range of industry segments that utilize complicated mechanics requiring ongoing monitoring and predictive maintenance applications. Our current business model is a business-to-business (B2B) approach in which we seek to identify target businesses interested in integrating our micro visualization technology or commissioning individual projects using our technology.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in Note 2 to our financial statements appearing elsewhere in this prospectus, we believe that the following accounting policies are the most critical for fully understanding and evaluating our financial condition and results of operations.
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Development Services Revenue and Contract Liabilities
We determine at contract inception whether development services are distinct from the performance obligation to manufacture the product under development. Revenues from development services that we determine as distinct from our performance obligation to manufacture the product under development are recognized over the period of the applicable service contract. Revenues from development services that we determine as not distinct from our performance obligation to manufacture the product under development are deferred until commencement of manufacturing and are recognized over the manufacturing term. As a result, during the year 2021, we deferred all service revenues billed by us and the respective service costs. In 2022, we completed the development of our product and moved to its production phase. As a result, since 2022, we have recognized development services revenues and related development costs that had been previously deferred, based on the expected manufacturing term of our product, which we estimate at seven years.
Stock-Based Compensation
We apply the fair value recognition provisions of ASC 718, Compensation—Stock Compensation, or ASC 718, for stock-based awards granted to employees, directors, and other providers for their services. Determining the amount of stock-based compensation to be recorded requires us to develop estimates of the fair value of stock options as of their grant date. We estimate the fair value of each stock option grant using the Black-Scholes option-pricing model. Calculating the fair value of stock-based awards requires that we make subjective assumptions.
Pursuant to ASC 718, we measure stock-based awards granted to employees, members of the board of directors and other providers at fair value on the date of grant and recognize the corresponding stock-based compensation expense of those awards on a straight-line basis over the requisite service period.
The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. Our expected dividend rate is zero since we do not currently pay cash dividends and do not anticipate doing so in the foreseeable future. Each of the above factors requires us to use judgment and make estimates in determining the percentages and time periods used for the calculation. If we were to use different percentages or time periods, the fair value of option awards could be materially different. We recognize stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures.
Volatility is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have not paid dividends and does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating the fair value of our stock-based compensation. The weighted average expected life of options was estimated individually in respect of each grant.
Comparison of the Nine Months Ended September 2023 and 2022
The Company’s primary business activities during last few months were:
| ● | Production and supply of product to a Fortune 500 multinational healthcare corporation. | |
| ● | Enlarging our focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased workload and solution development activity. |
Comparison of the Nine months ended September 2023 and 2022
The following table summarizes our results of operations for the nine month period ended September 30, 2023 and 2022, together with the changes in those items in dollars and as a percentage:
| Nine months ended September 30, | ||||||||||||
| 2023 | 2022 | % Change | ||||||||||
| Revenues | 1,087,000 | 506,000 | 115 | % | ||||||||
| Cost of Revenues | 1,648,000 | 1,279,000 | 29 | % | ||||||||
| Gross Loss | (561,000 | ) | (773,000 | ) | (27 | )% | ||||||
| Research and development expenses | 4,107,000 | 3,023,000 | 36 | % | ||||||||
| Sales and marketing expense | 877,000 | 617,000 | 42 | % | ||||||||
| General and administrative expenses | 3,225,000 | 3,262,000 | (1 | )% | ||||||||
| Operating Loss | (8,770,000 | ) | (7,675,000 | ) | 14 | % | ||||||
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Revenues
As a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from a limited number of customers.
For the nine months ended September 30, 2023, we generated revenues of $1,087,000, an increase of $581,000, or 115%, compared to revenues of $506,000 for the nine months ended September 30, 2022.
The increase in revenues was primarily due to the completion of development of the product relating to our miniature camera solution with a Fortune 500 company during the second quarter of 2022 and moving to production stage. Total revenues recorded from our miniature camera solution with the Fortune 500 company for the nine months ended September 30, 2023 amounted to approximately $1,039,000 compared to $433,000 for the nine months ended September 30, 2022.
Cost of Revenues
Cost of revenue is primarily comprised of cost of personnel including warehouse personnel costs, certain allocated facilities, and expenses associated with logistics and quality control.
Cost of revenues for the nine months ended September 30, 2023 was $1,648,000, an increase of $369,000, or 29%, compared to cost of revenues of $1,279,000 for the nine months ended September 30, 2022.
The increase was primarily due to an increase in material costs due to an increase in the number of products sold and supplied to the Fortune 500 company.
Gross Loss
Gross loss for the nine months ended September 30, 2023 was $561,000, a decrease of $212,000, or 27%, compared to gross loss of $773,000 for the nine months ended September 30, 2022.
The decrease was primarily due to increase in revenues partially offset by increase in cost of revenues, as described above.
Research and Development Expenses
Research and development efforts are focused on new product development and on developing additional functionality for our new and existing products. These expenses primarily consist of employee-related expenses, including salaries, benefits, and stock-based compensation expense for personnel engaged in research and development functions, consulting, and professional fees related to research and development activities, prototype materials, facility costs, and other allocated expenses, which include expenses for rent and maintenance of our facility, utilities, depreciation, and other supplies. We expense research and development costs as incurred.
Research and development expenses for the nine months ended September 30, 2023 were $4,107,000, an increase of $1,084,000, or 36%, compared to $3,023,000 for the nine months ended September 30, 2022.
The increase was primarily due to an increase in payroll expenses from additional employee recruitments, as result of enlarging our focus on R&D activities in the domain of I4.0.
We expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional research and development employees to the I4.0 domain.
Sales and Marketing Expenses
Sales and marketing expenses primarily consist of payroll expenses, consulting services, promotional materials, exhibitions, demonstration equipment, and certain allocated facility infrastructure costs.
Sales and marketing expenses for the nine months ended September 30, 2023 were $877,000, an increase of $260,000, or 42%, compared to $617,000 for the nine months ended September 30, 2022.
The increase was primarily due to recent rebranding activities (including expenses related to the changing of the name of the Company, which included designing a new logo and promotional materials). In addition, during June 2023 the Company participated in the Paris Air Show, the world’s premier and largest event dedicated to the aviation and space industry.
This increase was partially offset by a decrease in payroll expenses (including stock-based compensation) due to the resignation of our VP Business Development during the fourth quarter of 2022.
We expect that our selling and marketing expenses will increase as we expand our selling and marketing efforts in the I4.0 domain.
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General and Administrative Expenses
General and administrative expenses primarily consist of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor, public relations, accounting, auditing, tax services, and insurance costs.
General and administrative expenses for the nine months ended September 30, 2023 were $3,225,000, a decrease of $37,000, or 1%, compared to $3,262,000 for the nine months ended September 30, 2022.
Operating loss
We incurred an operating loss of $8,770,000 for the nine months ended September 30, 2023, an increase of $1,095,000, compared to operating loss of $7,675,000 for the nine months ended September 30, 2022.
The increase in operating loss was primarily due to an increase in expenses related to research and development and sales and marketing expenses, partially offset by a decrease in general and administrative expenses, each as described above.
Comparison of the three months ended September 30, 2023 and 2022
The following table summarizes our results of operations for the three months period ended September 30, 2023, and 2022, together with the changes in those items in dollars and as a percentage:
| Three months ended September 30, | ||||||||||||
| 2023 | 2022 | % Change | ||||||||||
| Revenues | 110,000 | 134,000 | (18 | )% | ||||||||
| Cost of Revenues | 321,000 | 430,000 | (25 | )% | ||||||||
| Gross Loss | (211,000 | ) | (296,000 | ) | (29 | )% | ||||||
| Research and development expenses | 1,354,000 | 1,048,000 | 29 | % | ||||||||
| Sales and marketing expense | 208,000 | 171,000 | 22 | % | ||||||||
| General and administrative expenses | 1,099,000 | 810,000 | 36 | % | ||||||||
| Operating Loss | (2,872,000 | ) | (2,325,000 | ) | 24 | % | ||||||
Revenues
For the three months ended September 30, 2023, we generated revenues of $110,000, a decrease of $24,000, or 18%, from the three months ended September 30, 2022.
The decrease in revenues was primarily due to an overall decrease in sales of the Company’s products.
Cost of Revenues
Cost of revenue is primarily comprised of cost of personnel including warehouse personnel costs, certain allocated facilities, and expenses associated with logistics and quality control.
Cost of revenues for the three months ended September 30, 2023 was $321,000, a decrease of $109,000, or 25%, compared to cost of revenues of $430,000 for the three months ended September 30, 2022.
The decrease was primarily due to a decrease in material costs and salary expenses, which was due to decrease in revenues.
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Gross Loss
Gross loss for the three months ended September 30, 2023 was $211,000, a decrease of $85,000, or 29%, compared to gross loss of $296,000 for the three months ended September 30, 2022.
The decrease was primarily due to decrease in cost of revenues, partially offset by decrease in revenues as described above.
Research and Development Expenses
Research and development efforts are focused on new product development and on developing additional functionality for our new and existing products. These expenses primarily consist of employee-related expenses, including salaries, benefits, and stock-based compensation expense for personnel engaged in research and development functions, consulting, and professional fees related to research and development activities, prototype materials, facility costs, and other allocated expenses, which include expenses for rent and maintenance of our facility, utilities, depreciation, and other supplies. We expense research and development costs as incurred.
Research and development expenses for the three months ended September 30, 2023 were $1,354,000, an increase of $306,000, or 29%, compared to $1,048,000 for the three months ended September 30, 2022.
The increase was primarily due to an increase in payroll expenses from additional employee recruitments, as result of enlarging our focus on R&D activities in the domain of I4.0.
We expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional research and development employees to the I4.0 domain.
Sales and Marketing Expenses
Sales and marketing expenses primarily consist of payroll expenses, consulting services, promotional materials, exhibitions, demonstration equipment, and certain allocated facility infrastructure costs.
Sales and marketing expenses for the three months ended September 30, 2023 were $208,000, an increase of $37,000, or 22%, compared to $171,000 for the three months ended September 30, 2022.
The increase was primarily due to an increase in marketing activities.
We expect that our selling and marketing expenses will increase as we expand our selling and marketing efforts in the I4.0 domain.
General and Administrative Expenses
General and administrative expenses primarily consist of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor, public relations, accounting, auditing, tax services, and insurance costs.
General and administrative expenses for the three months ended September 30, 2023 were $1,099,000, an increase of $289,000, compared to $810,000 for the three months ended September 30, 2022.
The increase was primarily due to:
| ● | Increase in rent and maintenance expenses due to lease of new office space in Ramat Gan, Israel and | |
| ● | Cancellation of a provision of $129,000 related to additional taxes due, following the entering into of an agreement with the Israeli Tax Authority. On September 30, 2021, the Company accrued an amount of approximately NIS 740,000 ($229,000) for additional taxes due following a VAT audit by the Israeli Tax Authority for the years 2019-2021. In July 2022, the Company reached an agreement with the Israeli Tax Authority, according to which the amount due in additional taxes was reduced to approximately NIS 341,000 ($100,000). |
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Operating loss
We incurred an operating loss of $2,872,000 for the three months ended September 30, 2023, an increase of $547,000, compared to operating loss of $2,325,000 for the three months ended September 30, 2022.
The increase in operating loss was primarily due to increases in expenses related to research and development and sales and marketing expenses.
Comparison of the Year Ended December 31, 2022 and the Year Ended December 31, 2021
Overview
The Company’s primary business activities during 2022 were:
| ● | During the second quarter of 2022, the Company completed the development of a product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result, during the year ended December 31, 2022, the Company recognized development services revenues and related development costs that have been previously deferred. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at seven years. | |
| ● | Increased focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased workload and solution development activity. |
The following table summarizes our results of operations for the years ended December 31, 2022 and 2021, together with the changes in those items in dollars and as a percentage:
| 2022 | 2021 | % Change | ||||||||||
| Revenues | 665,000 | 387,000 | 72 | % | ||||||||
| Cost of revenues | 1,631,000 | 1,108,000 | 47 | % | ||||||||
| Gross Loss | (966,000 | ) | (721,000 | ) | 34 | % | ||||||
| Research and development expenses | 4,197,000 | 2,002,000 | 110 | % | ||||||||
| Sales and marketing expense | 699,000 | 908,000 | (23 | )% | ||||||||
| General and administrative expenses | 3,577,000 | 5,481,000 | (35 | )% | ||||||||
| Operating Loss | (9,439,000 | ) | (9,112,000 | ) | 4 | % | ||||||
Revenues
As a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from a limited number of customers.
For the year ended December 31, 2022, we generated revenues of $665,000, an increase of $278,000, or 72%, from 2021 revenues. The increase in revenues was primarily due to the completion of development of the product relating to our miniature camera solution with a Fortune 500 company and moving to production stage. Total revenues recorded from our miniature camera solution with the Fortune 500 company during 2022, amounted to approximately $538,000. We did not record any revenue from our miniature camera solution with the Fortune 500 company during 2021.
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This increase in revenues was partly offset by the following:
- We did not record any revenue from A.M. Surgical during 2022, a decrease of approximately $199,000 from 2021.
- A decrease of $61,000 due to an overall decrease in sales of the Company’s component products to occasional customers.
Remaining performance obligations (“RPOs”) represents contracted revenue that have not yet been recognized, which include deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2022, the total RPO amounted to $3.6 million, which we expect to recognize over the expected manufacturing term of the product under development.
Cost of Revenues
Cost of revenues for the year ended December 31, 2022, were $1,631,000, an increase of $523,000, or 47%, compared to cost of revenues of $1,108,000 for the year ended December 31, 2021. The increase was primarily due to:
- An increase in payroll expenses due to additional employee recruitments (such as in the areas of procurement, production planning and control, engineering, and quality inspectors) to support the transition to serial production for the Fortune 500 customer.
- In the second quarter of 2022, the Company completed the development stage of its miniature camera solution and moved to the production stage. As a result, the Company recognized expenses of $180,000 during the year ended December 31, 2022, based on the expected manufacturing term of the product.
Gross Loss
Gross loss for the year ended December 31, 2022, was $966,000, an increase of $245,000, or 34%, compared to a gross loss of $721,000 for the year ended December 31, 2021. The increase was primarily due to increase in cost of revenues partially offset by an increase in revenue as described above.
Research and Development Expenses
Research and development efforts are focused on new product development and on developing additional functionality for our new and existing products. These expenses primarily consist of employee-related expenses, including salaries, benefits, and stock-based compensation expense for personnel engaged in research and development functions, consulting, and professional fees related to research and development activities, prototype materials, facility costs, and other allocated expenses, which include expenses for rent and maintenance of our facility, utilities, depreciation, and other supplies. We expense research and development costs as incurred.
Research and development expenses for the year ended December 31, 2022, were $4,197,000, an increase of $2,195,000, or 110%, compared to $2,002,000 for the year ended December 31, 2021. The increase was primarily due to an increase in payroll expenses (including stock-based compensation) due to additional employee recruitments, materials and subcontractors, rent and maintenance expenses due to increased focus on R&D activities in the domain of I4.0.
We expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional research and development employees to the I4.0 domain.
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Sales and Marketing Expenses
Sales and marketing expenses primarily consist of personnel costs, consulting services, promotional materials, demonstration equipment, and certain allocated facilities infrastructure costs.
Sales and marketing expenses for the year ended December 31, 2022, were $699,000, a decrease of $209,000, or 23%, compared to $908,000 for the year ended December 31, 2021. The decrease was primarily due to reductions in sales and marketing costs in the medical field.
We expect that our selling and marketing expenses will increase as we increase our selling and marketing efforts in the I4.0 domain.
General and Administrative Expenses
General and administrative expenses primarily consist of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor, public relations, accounting, auditing, tax services, and insurance costs.
General and administrative expenses for the year ended December 31, 2022, were $3,577,000, a decrease of $1,904,000, or 35%, compared to $5,481,000 for the year ended December 31, 2021.
The decrease was primarily due to:
- A decrease in stock-based compensation of $580,000.
- A decrease in IP expenses of $506,000.
- A decrease in professional services of $334,000, mainly due to expenses of $206,000 in expenses incurred in 2021 related to our efforts to uplist to Nasdaq.
- Cancellation of a provision of $129,000 related to additional taxes due following our entrance into an agreement with the Israeli Tax Authority. In September 2021, the Company accrued an amount of approximately NIS 740,000 ($229,000) for additional taxes due following a VAT audit by the Israeli Tax Authority for the years 2019-2021. In July 2022, the Company reached an agreement with the Israeli Tax Authority, according to which the amount due of additional taxes was reduced to approximately NIS 340,000 ($100,000).
Operating loss
We incurred an operating loss of $9,439,000 for the year ended December 31, 2022, an increase of $327,000, or 4%, compared to operating loss of $9,112,000 for the year ended December 31, 2021. The increase in operating loss was primarily due to increases in gross loss and expenses related to research and development, partially offset by decrease in general and administrative expenses and sales and marketing expenses.
Comparison of the Year Ended December 31, 2021 and the Year Ended December 31, 2020
Overview
The Company’s primary business activities during 2021 were:
| ● | Completion of R&D and transition to the serial production in connection with a customer-specific project for a Fortune 500 multinational healthcare corporation; and | |
| ● | Increased focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as the aviation, energy and automotive). The main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased workload and solution development activity. |
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Other major activities were the following:
| - | Expanding marketing activities, including the recruitment of VP Business Development for Industry 4.0, and launching a multi-platform digital marketing campaign;
| |
| - | Extensive activity in connection with the Company’s IP, including submissions of new patent applications as well as maintenance, defense, and commercialization efforts of existing patents;
| |
| - | Increased operation expenses in order to improve the current Company’s R&D capabilities;
| |
| - | Increase in research and development activities, including the development of new products and the improvement of existing technology, and the examination of additional applications for our visualization solutions, including in the domains of PdM and CBM, as well as additional industries outside of the medical, defense, and aerospace fields, including sectors such as automotive, industrial non-destructing-testing industries, automotive and energy; and
| |
| - | Investment in capital expenses to provide the necessary facilities, IT, and lab tools for our newly recruited employees and to upgrade the Company’s production and quality control capabilities. |
The following table summarizes our results of operations for the years ended December 31, 2021 and 2020, together with the changes in those items in dollars and as a percentage:
| 2021 | 2020 | % Change | ||||||||||
| Revenues | 387,000 | 491,000 | (21 | )% | ||||||||
| Cost of revenues | 1,108,000 | 994,000 | 11 | % | ||||||||
| Gross Loss | (721,000 | ) | (503,000 | ) | 43 | % | ||||||
| Research and development expenses | 2,002,000 | 725,000 | 176 | % | ||||||||
| Sales and marketing expense | 908,000 | 443,000 | 105 | % | ||||||||
| General and administrative expenses | 5,481,000 | 3,035,000 | 81 | % | ||||||||
| Operating Loss | (9,112,000 | ) | (4,706,000 | ) | 94 | % | ||||||
Revenues
For the year ended December 31, 2021, we generated revenues of $387,000, a decrease of $104,000, or 21%, from 2020 revenues. The decrease in revenues was primarily due to sales of products to A.M. Surgical. Total sales to A.M. Surgical during year ended December 31, 2021 amounted to approximately $199,000, a decrease from approximately $383,000 in 2020. This decrease was partially offset by increase in the sales of our products to other customers.
RPOs represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2021, the total RPO amounted to $3.2 million, which we will recognize over the expected manufacturing term of the product under development.
Cost of Revenues
Cost of revenues for the year ended December 31, 2021 were $1,108,000, an increase of $114,000, or 11%, compared to cost of revenues of $994,000 for the year ended December 31, 2020. The increase was primarily due to an increase in payroll expenses (including stock-based compensation) as a result of hiring additional employees as part of the transition to the production stage with respect to the contract with a Fortune 500 multinational healthcare corporation, partially offset by decrease in materials as a result of a decrease in revenues.
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Gross Loss
Gross loss for the year ended December 31, 2021 was $721,000, an increase of $218,000, or 43%, compared to a gross loss of $503,000 for the year ended December 31, 2020. The increase was primarily due to a decrease in revenues and an increase in cost of revenues as described above.
Research and Development Expenses
Research and development expenses for the year ended December 31, 2021 were $2,002,000, an increase of $1,277,000, or 176%, compared to $725,000 for the year ended December 31, 2020. The increase was primarily due to an increase in payroll expenses (including stock-based compensation) due to additional employee recruitments, materials and subcontractors, and because we have begun examining additional applications for our micro Odysight™ portfolio outside of the medical, defense and aerospace fields, including in sectors such as automotive, industrial non-destructing-testing industries, automotive, and energy.
In addition, there was an increase in R&D payroll expenses in 2021 due to the fact that during 2020 a substantial part of the payroll expenses was capitalized as a contract fulfillment asset and was not recognized as expenses in profit and loss.
We expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional research and development employees to the I4.0 domain.
Sales and Marketing Expenses
Sales and marketing expenses for the year ended December 31, 2021 were $908,000, an increase of $465,000, or 105%, compared to $443,000 for the year ended December 31, 2020.
The increase was primarily due to expanding marketing activity, including the recruitment of a VP Business Development in Industry 4.0, hiring consultants and launching a multi-platform digital marketing campaign.
We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2021 were $5,481,000, an increase of $2,446,000, or 81%, compared to $3,035,000 for the year ended December 31, 2020.
The increase was primarily due to:
| ● | an increase of $675,000 in IP expenses due to maintenance, defense, and commercialization efforts of existing patents; | |
| ● | an increase of $528,000 in stock-based compensation due to new option grants; | |
| ● | the provision of $229,000 due to a VAT audit by the Israeli Tax Authority; | |
| ● | expenses of approximately $206,000 related to our efforts to uplist to Nasdaq; | |
| ● | an increase in in payroll expenses due to the hiring of additional employees, including a new CEO and controller, and a shift in the position of the CFO from part-time to full-time; and | |
| ● | an increase in professional services expenses due to the hiring of a financial consultant, HR consultant, the appointment of new directors and additional hires. |
Liquidity and Capital Resources
As of September 30, 2023, we had cash and cash equivalents of $15.9 million and $3.6 million of short-term deposits compared to cash and cash equivalents $10.1 million and $3 million of short-term deposits as of December 31, 2022. As of September 30, 2023 we had incurred an accumulated deficit of approximately $32.9 million, compared to $24.8 million as of December 31, 2022.
Our primary sources of liquidity to date have been from fund raising and warrant exercises.
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Additional Cash Requirements
We plan to continue to invest for long-term growth, and therefore we expect that our expenses will increase. We currently believe that our existing cash and cash equivalents and short-term deposits will allow us to fund our operating plan through at least the next 12 months. We expect our expenses will increase in connection with our ongoing activities, particularly as we continue the research and development and the scale up process of our I4.0 solutions. We expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Furthermore, we will continue to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. We may raise these funds through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our Common Stock. There is no assurance that we will be able to maintain operations at a level sufficient for investors to obtain a return on their investment in our Common Stock, or that we will be able to raise sufficient capital required to implement our business plan on acceptable terms, if at all. Even if we are successful in raising sufficient capital to implement our business plan, we will, most likely, continue to be unprofitable for the foreseeable future. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts.
Cash Flows
Our primary uses of cash from operating activities have been for headcount-related expenditures, research and development costs, manufacturing costs, marketing and promotional expenses, professional services cost, and costs related to our facilities. Our cash flows from operating activities will continue to be affected due to the expected increase in spending on our business and to meet our working capital requirements.
Comparison of the Nine Months Ended September 30, 2023 and 2022
The following table sets forth the significant sources and uses of cash for the periods set forth below (in dollars):
| Nine month ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash used in Operating Activity | (7,338,000 | ) | (4,107,000 | ) | ||||
| Cash used in Investing Activity | (594,000 | ) | (1,587,000 | ) | ||||
| Cash provided by Financing Activity | 13,835,000 | - | ||||||
Operating Activities
Our primary uses of cash from operating activities have been for payroll expenses, research and development costs, manufacturing costs, marketing and promotional expenses, professional services cost and costs related to our facilities. We expect that our cash flows from operating activities will continue to increase due to an expected increase of expenses of our business and our working capital requirements.
During the nine months ended September 30, 2023, cash used in operating activities was $7.3 million, consisting of net loss of $8.1 million, an unfavorable net change in operating assets and liabilities of $0.5 million, partially offset by a non-cash benefit of $1.3 million. Our non-cash benefit consisted primarily of non-cash charges for stock-based compensation.
During the nine months ended September 30, 2022, cash used in operating activities was $4.1 million, consisting of net loss of $7.8 million, partially offset by a non-cash benefit of $1.9 million, a favorable net change in operating assets and liabilities of $1.4 million and loss from exchange differences on cash and cash equivalents of $0.3 million. Our non-cash benefit consisted primarily of non-cash charges of $1.4 million for stock-based compensation. The net change in our operating assets and liabilities primarily reflects cash inflows from changes in contract liability of $1.3 million.
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Investing Activities
For the nine months ended September 30, 2023, net cash flows used in investing activities was $594,000, consisting mainly of investment, net on short-term deposits.
For the nine months ended September 30, 2022, net cash flows used in investing activities was $1,587,000, consisting mainly of investment, net on short-term deposits.
Financing Activities
During the nine months ended September 30, 2023, cash provided by financing activities was $13.9 million, consisting of cash proceeds from issuance of shares and warrants, net of issuance costs.
Comparison of the Three Months Ended September 30, 2023 and 2022
The following table sets forth the significant sources and uses of cash for the periods set forth below (in dollars):
| Three month ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash used in Operating Activity | (2,255,000 | ) | (1,709,000 | ) | ||||
| Cash provided by (used in) Investing Activity | 14,963,000 | (3,045,000 | ) | |||||
| Cash used in Financing Activity | (78,000 | ) | - | |||||
Operating Activities
Our primary use of cash from operating activities have been for payroll expenses, research and development costs, manufacturing costs, marketing and promotional expenses, professional services cost and costs related to our facilities. We expect that our cash flows from operating activities will continue to be increase due to the expected increase in spending on our business and our working capital requirements.
During the three months ended September 30, 2023, cash used in operating activities was $2.3 million, consisting of net loss of $2.5 million, an unfavorable net change in operating assets and liabilities of $0.3 million and a non-cash benefit of $0.5 million. Our non-cash benefit consisted primarily of non-cash charges of $0.3 million for stock-based compensation.
During the three months ended September 30, 2022, cash used in operating activities was $1.7 million, consisting of net loss of $2.2 million partially offset by a non-cash benefit of $0.5 million. Our non-cash benefit consisted primarily of non-cash charges for stock-based compensation.
Investing Activities
For the three months ended September 30, 2023, net cash provided by Investing Activity was $15 million, consisting mainly of withdrawal, net on short-term deposits.
For the three months ended September 30, 2022, net cash flows used in investing activities was $3,045,000, consisting mainly of investment, net in short terms deposits.
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Financing Activities
For the three months ended September 30, 2023, net cash flows used in financing activities was $78,000, consisting of issuance expenses.
Comparison of the Year Ended December 31, 2022 and the Year Ended December 31, 2021
The following table sets forth the significant sources and uses of cash for the years ended December 31, 2022 and December 31, 2021 (in dollars):
| 2022 | 2021 | |||||||
| Cash used in Operating Activities | (6,095,000 | ) | (5,886,000 | ) | ||||
| Cash provided by (used in) Investing Activities | 7,882,000 | (11,595,000 | ) | |||||
| Cash provided by Financing Activities | - | 22,559,000 | ||||||
Operating Activities
During the year ended December 31, 2022, cash used in operating activities was $6.1 million, consisting of net loss of $9.5 million, partially offset by a non-cash benefit of $2.1 million and a favorable net change in operating assets and liabilities of $1.3 million. Our non-cash benefit consisted primarily of non-cash charges of $1.6 million for stock-based compensation. The net change in our operating assets and liabilities primarily reflects cash inflows from changes in contract liability of $1.2 million.
During the year ended December 31, 2021, cash used in operating activities was $5.9 million, consisting of net loss of $9 million, partially offset by a non-cash benefit of $2 million and a favorable net change in operating assets and liabilities of $1.1 million. Our non-cash benefit consisted primarily of non-cash charges of $2 million for stock-based compensation. The net change in our operating assets and liabilities primarily reflects cash inflows from changes in contract liability of $1.6 million partially offset by cash outflows from changes in contract fulfillment assets of $0.5 million.
Investing Activities
During the year ended December 31, 2022, cash provided by investing activities was $7.9 million, consisting mainly of withdrawal, net of short-term deposits.
During the year ended December 31, 2021, cash used in investing activities was $11.6 million, consisting of investment in short-term deposits of $11 million and purchases of property and equipment of $0.6 million.
Financing Activities
During the year ended December 31, 2021, cash provided by financing activities was $22.6 million, consisting primarily of $19.1 million from cash proceeds from issuance of shares and warrants in a private placement and $3.5 million proceeds from the exercise of outstanding warrants.
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Comparison of the Year Ended December 31, 2021 and the Year Ended December 31, 2020
The following table sets forth the significant sources and uses of cash for the years ended December 31, 2021 and December 31, 2020 (in dollars):
| 2021 | 2020 | |||||||
| Cash used in Operating Activities | (5,886,000 | ) | (4,187,000 | ) | ||||
| Cash used in Investing Activities | (11,595,000 | ) | (276,000 | ) | ||||
| Cash provided by Financing Activities | 22,559,000 | 4,506,000 | ||||||
Operating Activities
Our primary uses of cash from operating activities have been for headcount-related expenditures, research and development costs, manufacturing costs, marketing and promotional expenses, professional services cost and costs related to our facilities. Our cash flows from operating activities will continue to be affected due to the expected increase of spending on our business and to meet our working capital requirements.
During the year ended December 31, 2021, cash used in operating activities was $5.9 million, consisting of net loss of $9 million, partially offset by a non-cash benefit of $2 million and a favorable net change in operating assets and liabilities of $1.1 million. Our non-cash benefit consisted primarily of non-cash charges of $2 million for stock-based compensation. The net change in our operating assets and liabilities primarily reflects cash inflows from changes in contract liability of $1.6 million partially offset by cash outflows from changes in contract fulfillment assets of $0.5 million.
During the year ended December 31, 2020, cash used in operating activities was $4.2 million, consisting of net loss of $4.7 million, non-cash charges of $1.1 million and an unfavorable net change in operating assets and liabilities of $0.6 million. Our non-cash charges consisted primarily of stock-based compensation expense of $1.1 million. The net change in our operating assets and liabilities primarily reflects cash outflows from the changes in contract fulfillment assets of $1.1 million, accrued expenses and other of $0.4 million and other assets of $0.3 million, partially offset by cash inflows from changes in inventory of $0.7 million and change in contract liability of $0.3 million.
Investing Activities
During the year ended December 31, 2021, cash used in investing activities was $11.6 million, consisting of investment in short-term deposits of $11 million and purchases of property and equipment of $0.6 million.
During the year ended December 31, 2020, cash used in investing activities was $0.3 million, consisting of purchases of property and equipment.
Financing Activities
During the year ended December 31, 2021, cash provided by financing activities was $22.6 million, consisting primarily of $19.1 million from cash proceeds from the issuance of shares and warrants in a private placement and $3.5 million of proceeds from the exercise of outstanding warrants.
During the year ended December 31, 2020, cash provided by financing activities was $4.5 million, consisting primarily of $2.9 million from cash proceeds from the issuance of shares and warrants and $1.8 million proceeds from exercise of warrants.
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BUSINESS
Overview
Our Mission
We are a pioneer in the development, production, and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of our products utilize our unique micro visualization technology in medical devices for complex and minimally invasive medical procedures. Our technology includes proven video technologies and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. At the present time, we derive a substantial portion of our revenue from applications of our micro visualization technology within the medical field.
Our Business Model
Our unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. Our solution allows maintenance and operations teams visibility into areas which are inaccessible under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring and has various applications which have relevancy in a wide range of industry segments that utilize complicated mechanics requiring ongoing monitoring and predictive maintenance applications. Our current business model is a business-to-business (B2B) approach in which we seek to identify target businesses interested in integrating our micro visualization technology or commissioning individual projects using our technology. We have several successful proof of concepts in airborne platforms of various OEM’s in aerospace and have completed a successful demonstration project for a top global elevator systems manufacturer. As provided above, we are developing additional applications for our visual solutions portfolio (composed of image acquisition, data collection, and storage and image processing), including PdM and CBM (we refer to these applications and sectors as Industry 4.0, or I4.0), which generate a number of potential benefits for our customers.
The following graphic demonstrates Odysight.ai’s value proposition, starting with increased safety and reduced down time due to our ability to visually analyze any failure occurrence in real time, and including more sophisticated benefits like big data analytics that provide predictive insights regarding to an entire system life cycle, spare parts management and smart prediction regrading system performance.
Who we are: History and Background
We were incorporated as a corporation under the laws of the State of Nevada on March 22, 2013, under the name Intellisense Solutions Inc. (“Intellisense”). We were initially engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian food products over the Internet. However, we were unable to execute our original business plan, develop significant operations or achieve commercial sales.
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We received initial funding in March 2014 in the aggregate amount of $19,980 through the sale of Common Stock to two of our former officers and directors, who purchased in the aggregate 1,998,000 shares of our Common Stock at $0.01 per share.
On January 10, 2019, we formed Canna Patch Ltd., or Canna Patch, an Israeli corporation, of which 90% was initially owned by our Company, and the remaining 10% owned by Rafael Ezra, Canna Patch’s Chief Technology Officer. Canna Patch did not have any operations and on December 4, 2019, we sold 100% of our holdings in Canna Patch.
On September 16, 2019, Intellisense and Medigus Ltd., an Israeli company traded on the Nasdaq Capital Market, entered into the Exchange Agreement.
On December 30, 2019, we acquired Odysight.ai Ltd. (formerly known as ScoutCam Ltd.). As a result of our acquisition of Odysight.ai, we own all of Odysight.ai’s issued and outstanding share capital and have integrated and adopted Odysight.ai’s business into our Company as our primary business activity.
Odysight.ai Ltd. was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus and commenced operations on March 1, 2019. Odysight.ai Ltd. was incorporated as part of a reorganization of Medigus, which was designed to distinguish Odysight.ai Ltd.’s miniaturized imaging business, or the micro Odysight.ai™ portfolio, from Medigus’ other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the promotion of such technology. On December 1, 2019, Medigus and Odysight.ai Ltd. consummated a certain Amended and Restated Asset Transfer Agreement, which transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business. On May 18, 2020, in connection with the Arkin Transaction (as defined below), the Company and Medigus entered into a certain Side Letter Agreement (the “Letter Agreement”), whereby the parties agreed to amend certain terms of the Amended and Restated Asset Transfer Agreement and the License Agreement.
On April 20, 2020, Odysight.ai entered into an Amended and Restated Intercompany Services Agreement with Medigus (the “Intercompany Services Agreement”), which effectively amended and restated an intercompany services agreement dated May 30, 2019.
For additional information about the Amended and Restated Asset Transfer Agreement, the Letter Agreement and the Intercompany Services Agreement, refer to – “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below.
Sales and Marketing
Our vision is to become a leading provider of video analytics based, PdM solutions for the aerospace, other industry and medical critical system markets.
We engage companies seeking to add video visualization to their existing or new product(s) or considering the development of new products that include micro video visualization. Our approach to the medical market is ordinarily conducted in two phases. During the first phase, we conduct the research and development that is required in order to specify, design, develop, and produce the designated visualization apparatus, for an agreed-upon compensation amount (e.g., a non-recurrent engineering fee). During the second phase, we manufacture the apparatus and offer it to the customer for an agreed-upon transfer price.
In the I4.0 domain, which target PdM and CBM applications, we engage with companies that wish to increase the monitoring capabilities of different elements of a device using our visual monitoring solutions (these include build of image acquisition, data collection and storage, and image processing capabilities based on AI, ML, cloud, and additional algorithm concepts). Based on our product portfolio with customized solutions as needed, this will allow our customers to receive real time alerts on anomalies and failures of monitored components, analyze and track trends and development of the anomaly, and predict any impending failure of the component as a result of such anomaly over time and usage. As a result, we expect customers to benefit from a reduction in downtime, lower maintenance expenses, and increased safety of their monitored equipment, using the prediction capabilities of the platform to efficiently plan maintenance work on future faulty components. Another outcome we expect is more cost effective management of resources, since components will only need to be replaced as a result of their actual condition rather than a strict maintenance schedule.
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The use of an image based platform in the fields of PdM and CBM provides richer and more informative data and insights than traditional sensing methods. Together with the AI and ML models customized for the relevant use cases, we expect this will provide customers with a clearer view of the status of their equipment, increasing revenues by saving on direct expenses, and increasing the uptime of their equipment.
On February 6, 2023, we announced the completion of a major development stage in equipping Elbit Systems Ltd.’s leading defense UAS aerial platforms with our real time video monitoring system. Through the program, our unique video-based sensors, embedded software, machine vision and algorithms support a variety of predictive maintenance and condition-based monitoring use cases for unmanned aerial vehicles in harsh environments and hard-to-reach locations, as it features a modular open system architecture, enabling seamless integration with advanced unmanned aerial platforms.
On July 31, 2023, we announced a collaboration with the Israel Aerospace Industries (IAI) through which the IAI will utilize our advanced visual sensing and video analytics technology in a visual based health monitoring system for UH60 (Blackhawk) helicopters. By harnessing our multiple highly resilient video-based sensors, embedded software, video analytics and AI algorithms specifically designed for the UH60 helicopter, this solution will provide real-time insights into the health of UH60 helicopters, improving safety measures, minimizing downtime, optimizing spare parts management, and enabling the implementation of predictive maintenance strategies.
On December 4, 2023, we announced a strategic partnership to develop advanced applications for aerospace and industrial markets worldwide with SIPAL S.P.A., a leading company in Italy in the engineering sector. The goal of the collaboration is a next generation maintenance solution that will allow maintenance crews the ability to review and have real time visual inspection of an aircraft’s internal system without the need for removing a single panel or a hatch.
In order to engage new customers, we employ various marketing strategies. We employ several professional experienced managers in relevant fields of expertise, in addition to a team of consultants who analyze global trends and designated geographical territories to assist us in targeting potential customers.
Our marketing efforts include, but are not limited to, the following:
| ● | engaging third party companies and local consultants as territorial representatives in key markets and leading companies in relevant industries; | |
| ● | initiating business engagements based on leads received through our marketing efforts, through active interaction with key industry influencers, providing financed proof of concept in order to generate tailored product orders, or via other methods or means; | |
| ● | conducting proof of concept demonstrations in order to evaluate the feasibility of integration for monitoring their systems and to demonstrate the significant value proposition of our technology to customers; | |
| ● | networking through personal contacts in the aerospace, critical industry, transportation, maritime, medical, and defense industries; and | |
| ● | participating in major aerospace, maritime, and vision technology exhibitions as well as industry 4.0 specific events. |
In addition to our business development efforts that are mainly based on currently existing or future customer needs, we aim to identify new market opportunities. These efforts include systematic analysis of various industrial and medical fields and procedures to identify where visualization solutions, including image analysis, might add value. When a potential opportunity is identified, we seek to protect our rights by establishing relevant intellectual property safeguards, developing prototypes for the required application. In the medical domain, we currently sell our system to a fortune 500 corporation; in this respect, we seek to partner with additional relevant companies to progress our technology into prototypes which, in turn, will be developed into market-ready products.
In January 2022, we entered into a patent cross-licensing arrangement with Japan-based Sumita Optical Glass, Inc. (Sumita), a specialty optical fiber technology company, pursuant to which we granted a non-exclusive license to Sumita to our patents related to “Small Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them” in return for payment of royalties and a grant-back license to Odysight.ai of Sumita’s patent and patent applications related to fiber optics illumination. For additional information on our patent portfolio, refer to – “PROPRIETARY RIGHTS AND TECHNOLOGY” below.
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Our Customers
Currently, we have one major customer, a leading Fortune 500 multinational healthcare corporation, that is expected to generate most of our forecasted revenue in the near term. In June 2022, we announced that we completed the verification and validation stage of our miniature camera solution with this client and, on January 26, 2023, we announced that we had received a $1.45 million order from this client. On October 17, 2023, we announced a solidified purchase order with this client and that formal commitments under the purchase order amount to a total of $3.3 million for fiscal year 2024.
In addition, we derive a substantial portion of our revenue from applications of our micro visualization technology within the medical field.
Competition
There are currently several companies that develop and provide monitoring solutions for PdM and CBM. These monitoring solutions can be the sensor itself, data collection and storage, AI processing, or a combination of these capabilities. The CBM and PdM solutions are usually based on traditional sensing solutions such as vibration, temperature, and acoustic sensors. Based on our research and discussions with customers, we believe these traditional sensing methods are limited in their ability to provide an in-depth view of the condition of the monitored components and usually alert on the occurrence of an anomaly when component failure has already occurred, which is too late in some cases. From the AI perspective, there are several vendors providing off-the-shelf AI capabilities which then require customization per market, use case, and/or data source. We believe that our more holistic approach and reliance on image-based solutions creates richer and more informative data, leveraged by AI and ML algorithms, enabling our customers to deploy predictive maintenance programs.
Proprietary Rights and Technology
Our solution for the market is based on our core intellectual property which we seek to review and patent on a regular basis, where applicable. We are heavily invested in creating patents for our core technology.
Our patent portfolio currently contains patent families which we consider material to our business and operating success. Our intellectual property rights include patents and patent applications that were transferred to us by Medigus as part of the Addendum No. 1 to Amended and Restated Asset Transfer Agreement (the “Addendum”), the License Agreement and the Letter Agreement, and additional patent assets developed by us. For additional information about the License Agreement refer to – “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below. Under the Addendum, and subject to certain limitations as further set forth therein, Medigus transferred to us the following material patent families in exchange for a license in connection with the marketing and sale of the Medigus Ultrasonic Surgical Endostapler:
● Patent family related to Integrated Endoscope Irrigation: this patent family relates to our ability to develop visualization components and endoscopes, which include irrigation with a smaller outer diameter by saving the space of the tube that is required to lead the fluids in a conventional manner. This patent has been granted in Canada, Europe (validated in Germany, Spain, France, Great Britain and Italy), Israel, Japan (original and divisional), and the United States (three patents), and has one pending continuation in the United States. The expiration dates for the two patents in the United States are November 28, 2033 and February 28, 2033; and
● Patent family related to Small Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them: this patent family relates to our ability to develop cameras, visualization components, and medical devices with a small diameter, thus enabling the insertion of the camera into smaller cavities or leaving more space in the device for the use and application of other functions, such as a working channel. This patent has been granted in Japan, Korea, Israel, the United States (2 patents, original and continuation in part), and Europe (3 patents revoked after appeal in opposition proceedings). The expiration dates for these patents are March 16, 2031 (for the patents in the United States), and September 16, 2030 (for patents in each of the other aforementioned jurisdictions).
As a result of oppositional proceedings initiated by a third party in 2018, the Opposition Division of the EU Patent Office decided in 2019 to revoke two of the three European patents (EP 2.478.693 and EP 2.621.159) and in 2021 to maintain the third patent (EP 2.621.158). Following appeal hearings held in early 2024, the Board of Appeals revoked all three patents, with formal written decisions still pending. The Company will decide whether to petition for further review of this matter after it receives the formal written decisions. The revocations are not expected to have a material impact on the Company’s current business operations.
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As a result of a supplemental examination filed by the Company regarding one of the U.S. Patents (10,188,275), the U.S. Patent Office decided to open reexamination proceedings for 23 of the 24 granted claims, which is currently in prosecution and expected to be finalized during the course of 2024.
In addition, our intellectual property rights further include the following material patent applications filed by Odysight.ai:
● Patent family related to Miniature Precision Medical Device: these pending patent applications relate to our ability to develop a miniature precision medical device comprising an endoscope with at least one camera, where at least one sensor of one camera is distally located at a tip of a shaft of the endoscope. Surrounding or next to the sensor, such shaft has sufficient space to accommodate at least one accessory such as, for example, illumination source, irrigation tool, or suctioning tool. This patent family has pending patent application in the United States and its expected expiry dates, if issued, will be in 2039-2040.
● Patent family related to Medical Ophthalmic Device: this patent family is related to a tool comprising a hand piece having a flattened cannulated tip that is adapted to receive flow from a pumping unit, in order to generate a jet of fluid suitable for procedures such as “hydro-dissecting” cells in the eye. According to a representation of the invention, the tool comprises a visualization probe with at least one camera, wherein the sensor of the camera is distally located at the tip of the tool to be inserted into the eye for imaging from within the eye. This patent family is pending in China, Europe, Japan, Korea, and the United States. The patent application’s expected expiry dates, if issued, will be in 2039-2040.
● Patent family related to Systems and Methods for Monitoring Potential Failure in a Machine or a Component Thereof. This patent family relates to system and methods for monitoring potential failure in a machine or a component thereof using at least one optical sensor. Such sensors can be used in conjunction with diagnostic software/hardware tools to display and analyze changes in critical images that could not have been displayed or analyzed using existing systems. This patent family includes national phase applications filed in Australia, Brazil, Canada, China, Europe, Israel, India, Japan, Korea, Singapore and the U.S. (2 applications, original granted and a pending continuation application). The expiry date for the United States patent is January 2043.
We have also applied for provisional applications and Patent Cooperation Treaty patent applications relating to our predictive maintenance technology and developments and for our medical imaging technology and development. All of these applications are expected to have a lifetime of 20 years from filing.
We have also applied for Trademark applications covering our brand names. The trademarks are registered in Israel and international applications were filed under the Madrid protocol.
Pursuant to the Addendum, on February 7, 2023, we returned the patent family related to Camera Head to Medigus in return for a license from Medigus to use the same patent family.
Despite our efforts to protect our intellectual property, unauthorized parties may still copy or otherwise obtain and use our technology. For additional information, refer to – “WE MAY NOT BE SUCCESSFUL IN ENFORCING OUR INTELLECTUAL PROPERTY RIGHTS AGAINST THIRD PARTIES” above.
Employment
We currently have approximately 52 full-time (or near full-time) employees. This number is expected to grow. We may recruit additional employees to the R&D team.
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Research and Development
Our R&D organization is responsible for the design, development, testing, and delivery of new technologies, features, products, and integrations of our component parts. Research and development employees are located primarily in our principal corporate office on Omer, Israel. We currently have approximately 24 employees in our research and development organization. We intend to continue to invest in our research and development capabilities.
Our R&D efforts are focused on the following areas: (i) maturing our multi camera solution based on advanced visualization sensor technologies focusing on sensing, computing, and prediction, cooperating with customers for mutual development projects that demonstrate our technology by reaching customer KPIs and (ii) our industrial cloud-based product, which leverages our already in place cloud environment to develop mutual proof of concept and minimal valuable product for our customers that enable cloud base solutions for customer KPIs.
Regulation
Our approach to regulation is generally determined based on a given project. In our engagements with customers operating in the biomedical sector, we comply with the medical device standards in that corresponding territory, such as the FDA or International Organization for Standardization (ISO), among others. Compliance with these regulations is achieved through our QA department and the support we receive from highly experienced quality assurance and regulatory affairs consultants. In addition, we are being audited annually by MEDCERT GmbH, a German Notified Body.
For instance, ISO 13485:2016 is a regulatory benchmark that we comply with while working on our medical device projects. ISO 13845:2016 is similar to ISO 9001 in terms of its quality management system (QMS) requirements, however, ISO 13485:2016 is generally considered more rigorous and comprehensive.
Given that we do not manufacture or distribute end-user products to the medical sector, and instead service businesses pursuant to a B2B model, we are subject to fewer regulatory standards commonly associated with medical device manufacturers or distributors. We develop and manufacture components for other companies, and therefore our involvement in the regulatory submission demands comparatively less responsibility. This notwithstanding, we communicate with business customers in order to identify certain regulatory dimensions inherent to a project, to which we should pay additional attention. For example, when a component of ours is integrated into a business’s end-user product, such as for the purpose of touching human tissue, we develop and manufacture our parts and components while taking into account certain applicable regulatory standards. These standards might include, inter alia, relevant FDA regulations (e.g. CFR 21 part 820, the medical device reporting requirements (MDR), among others) as well as ISO regulations (e.g. ISO 14644-1, specifically in connection with cleanrooms and associated controlled environments, among other items, or ISO 10993, in connection with the biological evaluation of medical devices). Furthermore, we prioritize our team’s compliance with the Restriction of Hazardous Substances Directives (RoHS) and REACH (EC 1907/2006).
Similarly, if a component part of ours is incorporated into an electronic device for the purpose of being used inside a human body, we comply with certain FDA requirements as well as IEC 60601 for safety and electrostatic discharge, including the heating of parts at more than 42 degrees Celsius and a variety of additional technical standards designed for the safety and essential performance of electronic medical equipment. Moreover, we perform risk management assessments in accordance with EN ISO 14971:2019 and ISO/TR 24971:2020.
In certain instances, our customers prefer that we conduct the testing of its products in internationally certified labs in order to further guarantee that our component parts satisfy applicable regulatory standards. In this scenario, we perform the required tests as a service to the customer and provide the customer with the official test results, specifically in accordance with ISO/IEC 17025:2017, which the customer can later use in order to apply for the required marketing clearance of its end-user product.
Since we are seeking to sell our products to customers in the aviation sector, we have completed the process of implementing the AS9100D Standard to comply with aerospace industry requirements.
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As a U.S. company with foreign offices, we are subject to a variety of foreign laws governing our foreign operations, as well as U.S. laws that restrict trade and certain practices, such as the Foreign Corrupt Practices Act.
Israeli Government Programs
As a result of certain agreements between Medigus and Odysight.ai Ltd. (for additional information about these agreements refer to – “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below), the IIA approved a transfer of IIA know-how developed by Medigus in the framework of the Bio Medical Photonic Consortium, or the Medigus Consortium, to Odysight.ai.
Accordingly, all rights and obligations with regard to the IIA under the Encouragement of Research, Development and Technological Innovation in the Industry Law, 5744-1984, or the Innovation Law, in connection with such know-how now apply to Odysight.ai.
The following are details regarding the rights and obligations within the framework of our activity in the Medigus Consortium, which continue to apply to us notwithstanding the termination of the Medigus Consortium:
| (i) | The property rights to information which has been developed belongs to the Medigus Consortium member that developed it. However, the developing entity is obligated to provide the other members in the Medigus Consortium a license for the use of the new information, without consideration, provided that the other members do not transfer such information to any entity which is not a member of the Medigus Consortium. The provision of a license or of the right to use the new information to a third party is subject to approval by the administration of the MAGNET Program at the IIA; | |
| (ii) | The Medigus Consortium member is entitled to register a patent for the new information which has been developed by it within the framework of its activity in the Medigus Consortium. The foregoing registration does not require approval from the administration of the MAGNET Program at the IIA; and | |
| (iii) | The know-how and technology developed under the program is subject to the restrictions set forth under the Innovation Law, including restrictions on the transfer of such know-how and any manufacturing rights with respect thereto, without first obtaining the approval of the IIA. Such approval may entail additional payments to the IIA, as determined under the Innovation Law and regulations. |
Obligations relevant to us under the Innovation Law include the following:
| ● | Local Manufacturing Obligation. The terms of the grants under the Innovation Law require that we manufacture the products developed with these grants in Israel. Under the regulations promulgated under the Innovation Law, the products may be manufactured outside Israel by us or by another entity only if prior approval is received from the IIA (such approval is not required for the transfer of less than 10% of the manufacturing capacity in the aggregate, in which case a notice should be provided to the IIA). In general, due to manufacturing outside Israel, with respect to royalties bearing grants we would be required to pay royalties at an increased rate, usually 1% in addition to the standard rate and increased royalties cap (between 120% and 300% of the grants, depending on the manufacturing volume that is performed outside Israel). | |
| ● | Know-How Transfer Limitation. The Innovation Law restricts the ability to transfer, in any manner, know-how funded directly or indirectly by the IIA (sale of products is not prohibited), unless the IIA approves doing so and subject to the terms of the Innovation Law and of the IIA’s approval. |
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| Among other things, transfer of IIA funded know-how outside of Israel requires prior approval of IIA and in certain circumstances is subject to certain payments to the IIA, calculated according to a formula provided under the Innovation Law. If we wish to transfer IIA funded know-how outside of Israel, the terms for approval will be determined according to the character of the transaction and the consideration paid to us for such transfer. The IIA approval to transfer know-how created, in whole or in part, in connection with a IIA-funded project to third party outside Israel where the transferring company remains an operating Israeli entity is subject to payment of a redemption fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the ratio between the aggregate IIA grants to the company’s aggregate investments in the project that was funded by these IIA grants, multiplied by the transaction consideration, considering statutory depreciation and less royalties already paid to the IIA. The transfer of such know-how to a party outside Israel where the transferring company ceases to exist as an Israeli entity is subject to a redemption fee formula that is based, in general, on the ratio between aggregate IIA grants received by the company and the company’s aggregate research and development expenses, multiplied by the transaction consideration considering statutory depreciation and less royalties already paid to the IIA. | ||
| The regulations promulgated under the Innovation Law establish a maximum payment of the redemption fee paid to the IIA under the above mentioned formulas and differentiates between two situations: (i) in the event that the company transfers its IIA funded know-how, in whole or in part, or is sold as part of an M&A transaction, and subsequently ceases to conduct business in Israel, the maximum redemption fee under the above mentioned formulas will be no more than six times the amount received (plus annual interest) for the applicable know-how being transferred, or the entire amount received from the IIA, as applicable; (ii) in the event that following the transactions described above (e.g. asset sale of IIA funded know-how or transfer as part of an M&A transaction) the company continues to conduct its research and development activity in Israel (for at least three years following such transfer and maintain staff of at least 75% of the number of research and development employees it had for the six months before the know-how was transferred and keeps the same scope of employment for such research and development staff), then the company is eligible for a reduced cap of the redemption fee of no more than three times the amounts received (plus annual interest) for the applicable know-how being transferred. In addition, special rules and payment formulas apply for certain kinds of transfers of know-how outside of Israel, such as R&D licenses. Transfer of IIA-funded know-how outside of Israel not according to the R&D Law may give rise to financial exposure as well as criminal liability. | ||
| ● | Approval of the transfer of IIA funded technology to another Israeli company may be granted only if the recipient assumes and abides by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel (in addition, there will be an obligation to pay royalties to the IIA from the income of such sale transaction as part of the royalty payment obligation). | |
| ● | Approval to manufacture products outside of Israel or consent to the transfer of technology, if requested, might not be granted. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits Odysight.ai to transfer technology or development out of Israel. |
On May 21, 2023, the Company was awarded an additional grant by the IIA. The purpose of this grant is to support and enhance the Company’s production capabilities. Subject to the Company successfully achieving all predetermined milestones, the maximum grant amount that can be received is NIS 1 million.
Under the Innovation Law and the terms of the grant, royalties on the revenues derived from sales of products developed with IIA funding will be payable to the Israeli government, generally at the rate of 3%. The royalty terms shall differ if we receive IIA approval to manufacture or to transfer the rights to manufacture our products developed by way of the IIA grant outside of Israel. The obligation to make these payments terminates upon full repayment of the grant amount, subject to adjustment for fluctuation in the dollar/shekel exchange rate, plus interest.
Pursuant to the terms of the grant under the Innovation Law, recipients of funding from the IIA are prohibited from (i) manufacturing products developed using IIA grants or derived from technology developed with IIA grants outside of Israel and (ii) transferring rights to manufacture such products outside of Israel. However, the IIA could, in special cases, approve the transfer of manufacturing or of manufacturing rights of a product developed in an approved program or which resulted therefrom, outside of Israel. If we were to receive approval to manufacture or to transfer the rights to manufacture our products developed with IIA-funding outside of Israel, we would be required to pay an increased total amount of royalties (possibly up to 300% of the grant plus interest), depending on the portion of total manufacturing that was performed outside of Israel.
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The terms of the grant under the Innovation Law prohibit transferring or licensing our IIA-financed technologies, technologies derived therefrom, and related intellectual property rights and know-how outside of Israel, except under limited circumstances and only with the approval of the IIA and generally upon making a payment to the IIA. If received, we could be required to pay the IIA an amount calculated in accordance with the applicable formula set out in the applicable IIA grant track. The scope of the support received, the royalties that we already paid to the IIA, the amount of time that elapsed between the date on which the technology was transferred, the date on which the applicable project performance period for the IIA grants was completed, the sale price, and the form of transaction are all factors to be taken into account in calculating the amount of payment to the IIA in connection with a transfer or license of IIA-funded technologies. The repayment amount is subject to a maximum limit calculated in accordance with a formula set forth in the guidelines published by the IIA. In addition, any decrease in the percentage of manufacturing performed in Israel of any product or technology, as originally declared in the application to the IIA with respect to such product or technology, could require notification by us to or obtaining the approval of the IIA, and could result in increased royalty payments to the IIA of up to 300% of the total grant amounts received in connection with such product or technology, plus interest, depending on the portion of total manufacturing that was performed outside of Israel.
Approval of the transfer or license of technology to residents of Israel is required and could be granted in specific circumstances, but only if the recipient agrees to abide by the provisions of applicable law, including the restrictions on the transfer of know-how and the obligation to pay royalties. An additional royalty payment is generally required to be made from the consideration paid for such transfer.
The State of Israel does not own any intellectual property rights in technology developed with IIA funding and there is no restriction on the export of products manufactured using technology and know-how developed with IIA funding. The technology and know-how are, however, subject to transfer of technology and manufacturing rights restrictions as described above.
Recent Developments
On March 16, 2023, we undertook to issue to Phoenix Insurance Company Ltd. (for Moshe Arkin through his individual retirement account), The Phoenix Insurance Company Ltd. (“Phoenix Insurance”), and Shotfut Menayot Israel – Phoenix Amitim (“Phoenix Amitim”), three of the Selling Stockholders included in this prospectus, 3,294,117 units (the “Units”) in exchange for an aggregate purchase price of approximately $14 million (the “Private Placement”). Each Unit consists of (i) one share of the Company’s Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$5.50 per share (the “Warrant”). The Warrants are immediately exercisable and will expire three (3) years from the date of issuance and will be subject to customary adjustments. In connection with the Private Placement, we undertook to file this Registration Statement on Form S-1 with the Securities and Exchange Commission covering the resale of all shares of Common Stock issued pursuant to the Private Placement, including those shares of Common Stock to be held by the Selling Stockholders assuming the exercise of the Warrants issued pursuant to the Private Placement, and any other shares of Common Stock and shares of Common Stock underlying warrants to the extent previously issued to Mr. Arkin, Phoenix Insurance or Phoenix Amitim. We further undertook that this Registration Statement on Form S-1 would not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of Mr. Arkin, Phoenix Insurance and Phoenix Amitim. Mr. Arkin currently serves as a director on our board of directors.
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On June 1, 2023, a stock transfer agreement was entered into by and among Medigus Ltd., L.I.A. Pure Capital Ltd., Mr. Eli Yoresh and Ms. Cheli Menashe, as sellers, and M. Arkin (1999) Ltd., The Phoenix Insurance Company Ltd., Shotfut Menayot Israel – Phoenix Amitim, Lior Prosor, Prof. Benad Goldwasser and Mr. Yehu Ofer, as purchasers, each such purchaser a Selling Stockholder included in this prospectus (the “Stock Transfer Transaction”). Pursuant to the Stock Transfer Transaction, the sellers sold an aggregate of 2,022,964 shares of our Common Stock to the purchasers for an aggregate total amount of $6.07 million (equal to $3.00 per share), with each of the sellers selling our Common Stock to the purchasers, as follows: (i) Medigus sold an aggregate of 1,924,575 share of our Common Stock, representing its entire beneficial ownership in the Company, as follows: M. Arkin (1999) Ltd. purchased 1,293,576 shares of our Common Stock (all of which except for 1,000 shares of Common Stock are being registered by us for resale under this Registration Statement on Form S-1), The Phoenix Insurance Company Ltd. purchased 65,000 shares of our Common Stock, Shotfut Menayot Israel – Phoenix Amitim purchased 368,333 shares of our Common Stock, Mr. Lior Prosor purchased 33,333 shares of our Common Stock, Prof. Goldwasser purchased 150,000 shares of our Common Stock and Mr. Ofer purchased 14,333 shares of our Common Stock; (ii) L.I.A. Pure Capital Ltd. sold an aggregate of 78,900 shares of our Common Stock to M. Arkin (1999) Ltd. (none of which are being registered by us for resale under this Registration Statement on Form S-1); (iii) Mr. Eli Yoresh sold 11,156 shares of our Common Stock to M. Arkin (1999) Ltd. (none of which are being registered by us for resale under this Registration Statement on Form S-1); and (iv) Ms. Cheli Menashe sold 8,333 shares of our Common Stock to M. Arkin (1999) Ltd. (none of which are being registered by us for resale under this Registration Statement on Form S-1). Concurrently with the Stock Transfer Transaction, each of Mr. Arkin, Phoenix Insurance and Phoenix Amitim provided written consent to the inclusion in this Registration Statement on Form S-1 of the Common Stock acquired by each of the other purchasers in the Stock Transfer Transaction, including Prof. Goldwasser, Mr. Ofer and Mr. Prosor, and we have included in this Registration Statement on Form S-1 the Common Stock acquired by each of the purchasers in the Stock Transfer Transaction (except as to certain shares of Common Stock acquired by Mr. Arkin as indicated above). Prof. Goldwasser is chairman of our board of directors. Mr. Ofer is our chief executive officer. Following the Stock Transfer Transaction, Mr. Arkin, who currently serves as a director on our board of directors, beneficially owns more than 50% of our outstanding shares of Common Stock.
On June 1, 2023, Ronen Rosenbloom notified the Company that he would resign as a member of our board of directors effective immediately. Mr. Rosenbloom advised the Company that his resignation was not the result of any conflict with the Company or objection to any action taken by it.
On June 4, 2023, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital voted by written consent to change our name from “ScoutCam Inc.” to “Odysight.ai Inc.” The Company’s board of directors approved an amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of June 4, 2023, to reflect the name change. In addition, on June 5, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect the name change, with such request approved as of June 5, 2023. The Company has also filed a Corporate Action with the Financial Industry Regulatory Authority to effectuate such name change with OTC Markets and adopt a new ticker symbol.
On August 13, 2023, our board of directors appointed Mr. Nir Nimrodi to serve as a member of the board of directors.
On December 6, 2023, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital as of November 30, 2023 voted by written consent to reelect Ms. Inbal Kreiss and elect Mr. Jackson Schneider and Ms. Ronit Rubin as Class II directors of the Company, with a term of office for each to expire at the third succeeding annual meeting of the stockholders after their election and until their successors are duly elected and qualified.
Recent Developments Potentially Affecting Our Business
On October 7, 2023, war broke out in Israel as a result of a deadly attack by the Hamas terrorist organization on communities skirting the Gaza Strip in the southern part of Israel. The war has led to consequences and restrictions with respect to the Israeli economy, including a general curtailment of business activities, a significant call-up of military reserves and some limitations on public gatherings and school operations in certain parts of the country.
Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in parallel to their continued terror and rocket attacks, including by Hezbollah, a militant group operating from Lebanon against areas of northern Israel, and by the Houthis, a militant group operating from Yemen against commercial shipping in the Gulf of Aden and Red Sea. While our executive offices are located in Omer and Ramat Gan, Israel, neither office is located near Israel’s borders where the main hostilities are currently taking place. Nevertheless, we have experienced some disruptions to our work, including initial difficulties in traveling outside of Israel (now eased) and occasional rocket fire on the municipalities where our offices are located, requiring our employees to shelter for several minutes in an on-site safe room. In addition, several of our employees, including our CEO Yehu Ofer, have been called into military reserve duty (in Mr. Ofer’s case, he is still able to work a full-time schedule for the Company). We have taken several measures to help mitigate the effects of the war, including adopting work-from-home measures, increased employee overtime and third-party outsourcing and reviewing our business continuity plan. Although none of the disruptions we have experienced to date have been material, it is still too early to assess the full impact of Israel’s war against Hamas on our business and operations. See also Risk Factors – “Conditions in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations”.
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MANAGEMENT
Current Management
Directors, Executive Officers, Promoters and Control Persons
The following table sets forth the names and ages of our directors and executive officers:
| Name | Age | Position | ||
| Prof. Benad Goldwasser† | 73 | Chairman of the Board | ||
| Jackson Schneider† | 59 | Director | ||
| Ronit Rubin† | 59 | Director | ||
| Moshe (Mori) Arkin | 71 | Director | ||
| Inbal Kreiss† | 57 | Director | ||
| Zeev Vurembrand† | 72 | Director | ||
| Nir Nimrodi† | 54 | Director | ||
| Yehu Ofer* | 58 | Chief Executive Officer | ||
| Tanya Yosef* | 41 | Chief Financial Officer | ||
| Eli Israeli* | 53 |
Chief Technology Officer | ||
| Jacob Avinu* | 41 | Senior VP of Product Portfolio |
| * | Executive Officer |
| † | Independent Director |
Directors
Prof. Benad Goldwasser has served as chairman of our board of directors since December 26, 2019, and has served as chairman of Odysight.ai’s board of directors since its inception. Prof. Goldwasser is a serial entrepreneur and retired urology medical doctor. In 2016, Prof. Goldwasser launched a venture capital fund partnered with SAIL, a Shanghai Government investment company. Prof. Goldwasser has served as a member of the board of directors of Innoventric Ltd. since 2017 and Inspira Technologies Ltd. since January 2021. From 2013-2016 Prof. Goldwasser served as an external director of BioCanCell Ltd. (TASE: BICL). Prof. Goldwasser was the co-founder of Vidamed Inc., Medinol Ltd., Rita Medical Inc., Optonol Ltd. and GI View Ltd. Prof. Goldwasser served as managing director of Biomedical Investments Ltd., an Israeli Venture Capital firm. During his medical career, he served as Chairman of Urology at the Chaim Sheba Medical Center and Professor of Surgery at Tel-Aviv University. Prof. Goldwasser holds MD and MBA degrees from Tel-Aviv University.
Jackson Schneider has served on our board of directors since December 6, 2023. Mr. Schneider is currently a Senior Research Scholar at Columbia University in New York, a position he has held since July 2023. From January 2014 to November 2022, Mr. Schneider served as President and CEO of Embraer Defense & Security, a leading Latin American aerospace and defense company and, from August 2020 to August 2022, he served as a visiting senior research fellow (non-resident) in the Department of War Studies at King’s College in London. Before this, Mr. Schneider served in other capacities for Embraer and in a series of senior management positions for Mercedes-Benz Do Brasil LTDA, Daimler-Chrysler (Mercedes-Benz), and Unilever do Brasil. Mr. Schneider also served on the board of directors of Tempest S.A., Visiona Tecnologia Aerospacial S.A., and OGMA, the Portugal Aerospace Industry, each affiliated with Embraer, until April 2023. He currently serves on the advisory board or Board of Directors of Sonda Tecnologias (Brazil), Abra Aviation Group (London), and Mercedes-Benz Do Brasil. In addition, Mr. Schneider has served in leadership roles in various industry associations and is currently the President of the Superior Council for Trade and Commerce in the Federation of Industries of the State of Sao Paulo (FIESP). He holds a law degree from 1982 to 1986 from UFRGS/UNB and an MBA from the Business School Sao Paulo (BSP) in Brazil in partnership with the Rotman School in Toronto, Canada.
Ronit Rubin has served on our board of directors since December 6, 2023. Ms. Rubin is currently EMEA President for AllCloud, a professional services company providing organizations with the tools for cloud enablement and transformation, a position she has held since 2016. Prior to this, Ms. Rubin served as VP, Business Division and VP, Information Technology at Partner Communications Ltd. and as VP, Information Technology at Cal-Israel Credit Cards Ltd. From 1984-2006, Ms. Rubin served in various roles for the navy of the Israeli Defense Forces, including as Commander, Computers Unit and Head of Information Systems Department. She currently serves as a board member of CardCom Technology. Ms. Rubin holds a BA in Economics & Logistics from Bar-Ilan University in Ramat Gan, Israel, and an MA in Business Management from Ben-Gurion University of the Negev in Be’er Sheva, Israel.
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Moshe (Mori) Arkin has served on our board of directors since February 15, 2021. Mr. Arkin is a leading life science and pharmaceutical entrepreneur and serves as the chairman of Arkin Holdings, 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 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. degree in psychology from the Tel Aviv University, Israel.
Inbal Kreiss has served on our board of directors since April 9, 2021. Ms. Kreiss is currently the Chief of Innovation at the Systems, Missiles and Space Division of the Israeli Aerospace Industries Ltd. (IAI) and Chairwoman of RAKIA, Scientific and Technological Mission to the International Space Station. Since 2013, Ms. Kreiss has served as Deputy Director of the Space Division at IAI, leading the development, construction, launch and operation of observation and communication satellites for both Israeli and foreign users. Prior to that, Ms. Kreiss held various leadership positions within IAI, including chief engineer of Israel’s Arrow 2 anti-ballistic missile defense system from 2000 to 2006, and project manager of the Arrow 3 exo-atmospheric interceptor from 2007 to 2013. Ms. Kreiss holds a B.Sc degree in chemical engineering from the Technion, Israeli Institute of Technology, an Executive Masters in Business Administration degree from Tel Aviv University, and completed a visiting research fellowship at the Aeronautics & Astronautics Department of the Massachusetts Institute of Technology (MIT).
Zeev Vurembrand has served on our board of directors since May 13, 2021. Mr. Vurembrand is currently the Chief Executive Officer and Owner of Vurembrand Management & Innovation Ltd. and a member of the board of Bezeq the Israeli Telecommunication Corp. Ltd. (TASE: BEZQ) since 2017. Mr. Vurembrand also served as chairman of the board of Lageen Ltd. from 2019 until December 2023. From 2013 until 2019, Mr. Vurembrand was the Chief Executive Officer of Kupat Holim Meuhedet, Israel’s third largest health care organization. From 2008 until 2013, he was the Chief Executive Officer of Alon Holding Blue Square – Israel Ltd., and prior to that, from 2007 until 2008, he was the Chief Executive Officer of Phoenix Investments and Finance Ltd. Earlier in his career, from 2002 until 2007, Mr. Vurembrand was the Chief Executive Officer of Clalit Health Services Group, Israel’s largest health care organization. Mr. Vurembrand has served on numerous boards of directors, including Africa Israel Resedence LTD. (TASE: AFRE) from 2014 until 2016, Discount Bank (TASE:DSCT) 2006 until 2007, U-Bank from 2005 until 2006, Blue Square Israel (TASE: BSI) from 2001 until 2006, and Dikla Medical Insurance Ltd. from 1995 until 2002. Mr. Vurembrand has also served on the board of trustees of Bar Ilan University since 2019. Mr. Vurembrand holds a B.Sc degree in industrial engineering and management from the Technion, Israeli Institute of Technology.
Nir Nimrodi has served on our board of directors since August 13, 2023. Mr. Nimrodi has served as chairman and chief executive officer of Accellix Inc., a life sciences company, since May 2019 and has over 25 years’ experience working in start-ups and large global businesses in the life sciences, pharmaceutical, and biotechnology industries. From 2014 to April 2019, Mr. Nimrodi was the chief business officer of Intrexon (currently Precigen, Inc.). Prior to this, he held several executive roles at Life Technologies Inc. (now part of Thermo Fisher), and was chief executive officer at Proneuron Biotechnologies Inc. and Mindsense Biosystems Ltd. In addition, Mr. Nimrodi currently serves as a member of the board of Evogene Ltd. (NASDAQ: EVGN) and Genesee Scientific, a private company. Mr. Nimrodi holds a B.A. in Economics and an MBA from Tel-Aviv University.
Executive Officers
Yehu Ofer has served as Chief Executive Officer of the Company since October 18, 2022. Mr. Ofer served as a colonel (now retired) in the Israeli Air Force (“IAF”), commanding two operational squadrons before commanding “Wing 15”, the optic and electronic intelligence wing of the IAF. In his last position, Mr. Ofer served as Israel Defense Attaché to Italy, Greece, Serbia, and Croatia, where he oversaw the largest ever government-to-government transaction between Israel and Italy. Upon his retirement from the Israel Defense Forces in 2013, Mr. Ofer joined Elbit Systems Ltd. in its electro-optics unit as a technology development and program manager in airborne optic and laser solutions. Mr. Ofer also managed Elbit System’s aerospace division as VP of large-scale development programs and VP of the Brazil business unit. In his last position at Elbit Systems, Mr. Ofer served as VP of Global Business Development, Marketing and Sales, a position he held since 2020. Mr. Ofer holds an MBA degree from the University of Haifa, a Bachelor of Economics and Logistics degree (cum laude) from Bar Ilan University in Tel Aviv, and a degree from the National Security College in Tel Aviv.
Tanya Yosef has served as our Chief Financial Officer since December 27, 2019. Ms. Yosef is a certified public accountant with many years of experience and held various positions with Medigus Ltd. (Nasdaq: MDGS) since December of 2009, including most recently as chief financial officer and prior thereto as financial controller. During 2008-2009 Ms. Yosef worked in the audit department at Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited. Ms. Yosef holds a BA degree in Economics and Accounting from the Ben-Gurion University, Israel.
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Eli Israeli has been our Chief Technology Officer since October 11, 2023. Before joining us, Mr. Israeli served from January 2022 to September 2023 as CTO at Gadfin, where he spearheaded the development and execution of Gadfin’s technology strategy. From December 2019 to February 2022, Mr. Israeli served as the Senior Vice President of System Engineering, Program Management, and Customer Success at Israel Aerospace Industries (IAI) headquarters. His career includes a variety of other roles, including Chairman of the consortium of AI Academy - Artificial Intelligence Training; Director of Program Management, Ground-Based & Missiles Defense Systems at IAI; Director of System Engineer and Product Management, Civil Aircraft Protection Systems at the Israel Ministry of Defense – DDR&D; Senior Systems Engineer, Unmanned Aerial Vehicle at the Israeli Air Force; and Director of R&D and Program Management, MALE Unmanned Aerial System at the Israeli Ministry of Defense - DDR&D. Mr. Israeli holds an MSc in System Engineering and Program Management from the Technion – Israel Institute of Technology in Haifa, Israel, and a BSc in electrical engineering and Bachelor of Education (BEd) from Tel Aviv University.
Jacob Avinu has served as our Senior VP of Product Portfolio since November 15, 2022. Mr. Avinu has more than 15 years of experience in development, operations, and leadership in a variety of industries, including aviation and aerospace. He joined Odysight.ai from Elbit Systems, where since 2018 he led the advanced capabilities R&D group in helmet-mounted displays and sensors, a key segment within the company’s aerospace division. Before joining Elbit Systems, Mr. Avinu served for six years in the IAF as a computer vision system engineer and commander of the electronic systems development group. Mr. Avinu holds a Master of Science degree from Ben-Gurion University of the Negev in Beer-Sheva, Israel with a focus on electro-optical engineering, and a Bachelor of Science degree in electrical engineering from Ort Braude College of Engineering in Karmiel Israel. Mr. Avinu also studied practical engineering and electronics at the Israeli Air Force Academy.
Staggered Board
Our board of directors is divided into three classes. Zeev Vurembrand and Nir Nimrodi are our Class I directors, with their terms of office to expire at our 2025 annual meeting of stockholders. Jackson Schneider, Ronit Rubin and Inbal Kreiss are our Class II directors, with their terms of office to expire at our 2026 annual meeting of stockholders. Professor Benad Goldwasser and Moshe (Mori) Arkin are our Class III directors, with their terms of office to expire at our 2024 annual meeting of stockholders. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.
Our board of directors may consider a broad range of factors relating to the qualifications and background of nominees to serve as director, which may include various diversity factors. We have no formal policy regarding board diversity.
Our officers hold office until the earlier of their death, resignation or removal by our board of directors or until their successors have been selected. They serve at the pleasure of our board of directors.
Family Relationships
There are no family relationships between or among any of our directors or executive officers.
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Involvement in Certain Legal Proceedings
To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:
| a) | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| b) | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| c) | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; | |
| d) | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| e) | being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| f) | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Compliance with Section 16(a) of the Exchange Act
Our Common Stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our directors, officers and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
Code of Ethics
We have adopted a code of business conduct and ethics that applies to all of our directors, officers, and employees (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions). We have made the code of business conduct and ethics available on our website at https://www.odysight.ai/. We will disclose promptly by posting such disclosure on our website any amendment to or waiver from the code of business conduct and ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as required by law or SEC regulations. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.
Director Independence
Our board of directors has determined that Professor Benad Goldwasser, Jackson Schneider, Ms. Inbal Kreiss, Ms. Ronit Rubin, Mr. Zeev Vurembrand, and Mr. Nir Nimrodi do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”. We are not currently subject to listing requirements of any national securities exchange, which generally stipulate certain requirements that a majority of a company’s board of directors be classified as “independent”. As a result, we are not at this time required to have our board of directors comprised of a majority of “independent directors”. Notwithstanding the foregoing, we have voluntarily adopted the definition of “independent” as defined under Nasdaq Rule 5605(a)(2), and believe Professor Goldwasser, Mr. Schneider, Ms. Kreiss, Ms. Rubin, Mr. Vurembrand, and Mr. Nimrodi qualify accordingly.
Board Leadership Structure and Role in Risk Oversight
Our board of directors is primarily responsible for overseeing our risk management processes on behalf of the Company. The board of directors intends going forward to receive and review periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. The board of directors intends to focus on the most significant risks facing the Company and our general risk management strategy, and also will attempt to ensure that risks undertaken by the Company are consistent with our board of directors’ appetite for risk. While the board of directors oversees our risk management, management is responsible for day-to-day risk management processes.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following sets forth information about the compensation paid to or accrued by the company’s named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, as of December 31, 2023.
| Name and Principal Position | Year | Base Salary (7) | Bonus | Stock Awards (8) | Option Awards (8) (9) | All Other Compensation | Total | |||||||||||||||||||||
| $ in thousands | ||||||||||||||||||||||||||||
| Yehu Ofer, | 2023 | $ | 349 | $ | - | $ | - | $ | 207 | $ | 40 | $ | 596 | |||||||||||||||
| Chief Executive Officer (1) | 2022 | $ | 68 | $ | 21 | (6) | $ | - | $ | 774 | $ | 8 | $ | 871 | ||||||||||||||
| Jacob Avinu, | 2023 | $ | 278 | $ | 33 | $ | - | $ | 27 | $ | 28 | $ | 366 | |||||||||||||||
| Senior VP Product (2) | 2022 | $ | 38 | $ | 14 | (6) | $ | - | $ | 258 | $ | 1 | $ | 311 | ||||||||||||||
| Tanya Yosef, | 2023 | $ | 137 | $ | - | $ | - | $ | 27 | $ | - | $ | 164 | |||||||||||||||
| Chief Financial Officer (3) | 2022 | $ | 148 | $ | - | $ | - | $ | - | $ | - | $ | 148 | |||||||||||||||
| Arik Priel, | 2023 | $ | 257 | $ | - | $ | - | $ | 27 | $ | 23 | $ | 307 | |||||||||||||||
| Chief Software Architect (4) | 2022 | $ | 265 | $ | - | $ | - | $ | - | $ | 27 | $ | 292 | |||||||||||||||
| Ido Molad, | 2023 | $ | 152 | $ | 20 | (6) | $ | 80 | $ | 48 | $ | 23 | $ | 300 | ||||||||||||||
| VP Research and Development (5) | ||||||||||||||||||||||||||||
| (1) | Consists of Mr. Ofer’s compensation earned in his capacity as the Chief Executive Officer of our wholly-owned subsidiary, Odysight.ai Ltd. Mr. Ofer did not earn any compensation in his capacity as the Chief Executive Officer of Odysight.ai Inc. Mr. Ofer’s employment commenced on October 18, 2022.
In connection with the appointment of Mr. Ofer as the Company’s Chief Executive Officer, the Company entered into an employment agreement with Mr. Ofer. The agreement provides for a monthly base salary of NIS 70,000, subject to adjustments for inflation as announced from time to time in accordance with Israeli law. The agreement also provides that Mr. Ofer is entitled to receive an equity grant of options to purchase a total of 300,000 shares of the Company’s Common Stock, par value $0.001 per share, at an exercise price of $4.50 per share, which shall vest and become exercisable as follows: 33.33% of the shares covered by Mr. Ofer’s options on the first anniversary of his service as CEO, and 8.33% of the shares covered by Mr. Ofer’s options at the end of each subsequent three-month period thereafter over the course of the subsequent two years. Furthermore, Mr. Ofer’s options will immediately vest upon the occurrence of the following (i) the sale of all or substantially all of the assets of the Company, (ii) the sale of more than 50% of the Common Stock of the Company in a non-public sale, (iii) the dissolution or liquidation of the Company or (iv) any merger, share exchange, consolidation or other reorganization or business combination if immediately after such transaction either (A) the persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity or (B) the persons who hold a majority of the voting capital stock of the surviving entity are not the persons who held a majority of the voting capital stock of the Company immediately prior to such transaction. Additionally, the Company agreed to pay Mr. Ofer both (i) a signing bonus in the aggregate amount of NIS 70,000 and (ii) an annual bonus pursuant to certain pre-determined measurable objectives agreed to with Mr. Ofer and approved by the board of directors by January 31 with respect to each calendar year, with the Company agreeing to recommend to the board of directors a grant of restricted stock in lieu of Mr. Ofer’s bonus through such time the Company is profitable and subject to meeting applicable objectives. In accordance with the terms of Mr. Ofer’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of the Company. |
| (2) | Consists of Mr. Avinu’s compensation earned in his capacity as the Senior VP Product of our wholly-owned subsidiary, Odysight.ai Ltd. Mr. Avinu’s employment commenced on November 15, 2022.
In connection with the appointment of Mr. Avinu as the Company’s Senior VP Product, the Company entered into an employment agreement with Mr. Avinu. The agreement provides for a monthly salary of NIS 60,000. The agreement also provides that Mr. Avinu is entitled to receive an equity grant of options to purchase a total of 100,000 shares of the Company’s Common Stock, par value $0.001 per share, at an exercise price of $4.50 per share, which shall vest and become exercisable as follows: 33.33% of the shares covered by Mr. Avinu’s options on the first anniversary of his service as SVP Product, and 8.33% of the shares covered by Mr. Avinu’s options at the end of each subsequent three-month period thereafter over the course of the subsequent two years. Additionally, the agreement provides to Mr. Avinu: (i) a signing bonus in the aggregate amount of NIS 50,000 (ii) a performance bonus in the aggregate amount of NIS 120,000 pursuant to certain objectives and (iii) the Company will consider, at to its sole discretion, after the first and second years following his employment, granting Mr. Avinu additional options / RSUs pursuant to certain objectives, subject to the approval of such grant by the CEO and board of directors of the Company. In accordance with the terms of Mr. Avinu’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of the Company. |
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| (3) | Consists of Ms. Yosef’s compensation earned in her capacity as the Chief Financial Officer of our wholly-owned subsidiary, Odysight.ai Ltd. Ms. Yosef did not earn any compensation in her capacity as the Chief Financial Officer of Odysight.ai Inc. Ms. Yosef’s employment commenced on January 15, 2021.
In connection with the appointment of Ms. Yosef as the Company’s Chief Financial Officer, the Company entered into an employment agreement with Ms. Yosef that provides for a monthly base salary of NIS 29,500 and monthly travel pay of NIS 2,500. In accordance with the terms of Ms. Yosef’s employment agreement, she will also receive additional benefits customary for an executive officer of her experience and for companies of similar stature and standing to that of the Company. | |
(4) |
Consists of Mr. Priel’s compensation earned in his capacity as the Chief Software Architect of our wholly-owned subsidiary, Odysight.ai Ltd. Mr. Priel’s employment commenced on November 1, 2021.
In connection with the appointment of Mr. Priel as the Company’s Chief Software Architect, the Company entered into an employment agreement with Mr. Priel that provides for a monthly base salary of NIS 60,000. In accordance with the terms of Mr. Priel’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of the Company. | |
| (5) | Consists of Mr. Molad’s compensation earned in his capacity as the VP Research and Development of our wholly-owned subsidiary, Odysight.ai Ltd. Mr. Molad’s employment commenced on June 4, 2023.
In connection with the appointment of Mr. Molad as the Company’s VP Research and Development, the Company entered into an employment agreement with Mr. Molad that provides for a monthly base salary of NIS 56,000 and monthly travel pay of NIS 6,500. The agreement also provides that Mr. Molad is entitled to receive an equity grant of options to purchase a total of 30,000 shares of the Company’s Common Stock, par value $0.001 per share, and 25,000 RSUs, the terms and conditions of which shall be subject to the sole discretion of the board of directors. Additionally, the agreement provides to Mr. Molad: (i) a signing bonus in the aggregate amount of NIS 75,000 and (ii) a performance bonus pursuant to certain objectives, which will be paid in cash and/or options/RSUs at the sole discretion of the Company. In accordance with the terms of Mr. Molad’s employment agreement, he will also receive additional benefits customary for an employee of his experience and for companies of similar stature and standing to that of the Company. | |
(6) |
Represents a signing bonus. | |
| (7) | Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each named executive officer’s scope of responsibility and accountability. Base salary amounts include management insurance (which includes pension, disability insurance and severance pay) and payments towards such employee’s education fund, and Israeli social security. Each named executive officer also receives gross-up payments for the taxes on these benefits. The amounts included here are the U.S. dollar equivalent from NIS. The conversion rate used was the average of the 2022 and 2023 rates between the U.S. dollar and NIS, as published by the Bank of Israel. | |
| (8) | The amount shown in the “Option Awards” and “Stock Awards” columns represents the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the Named Executive Officer during 2023 and 2022. The ASC 718 fair value amount as of the grant date for stock options generally is spread over the number of months of service required for the grant to vest. | |
| (9) | The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. The 2023 figures are unaudited numbers. |
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Employment Agreements
We, and through our Israeli subsidiary, have entered into written employment agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information, and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have entered into agreements with each executive officer and director pursuant to which we have agreed to indemnify each of them to the fullest extent permitted by law to the extent that these liabilities are not covered by directors and officers’ insurance.
Outstanding Equity Awards
The following table provides information regarding equity awards for each of our named executive officers as of our fiscal year end of December 31, 2023.
| Options Award | Restricted Stock Awards | |||||||||||||||||||||||||
| Name and Position | No. of Securities Underlying Unexercised Options (#) Exercisable | No. of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Vesting Schedule | Option Expiration Date | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($)(1) | |||||||||||||||||||
| Yehu Ofer, | - | 150,000 | 3.00 | (2) | July 9, 2030 | - | - | |||||||||||||||||||
| Chief Executive Officer | 99,990 | 200,010 | 4.50 | (2) | November 14, 2029 | |||||||||||||||||||||
| Jacob Avinu, | - | 20,000 | 3.00 | (2) | July 9, 2030 | - | - | |||||||||||||||||||
| Senior VP Product Portfolio | 33,330 | 66,670 | 4.50 | (2) | November 14, 2029 | |||||||||||||||||||||
| Tanya Yosef | - | 20,000 | 3.00 | (2) | February 12, 2028 | - | - | |||||||||||||||||||
| Chief Financial | 14,814 | 2,964 | 4.50 | (2) | May 13, 2028 | |||||||||||||||||||||
| Officer | 29,609 | - | 2.61 | (3) | July 9, 2030 | |||||||||||||||||||||
| Arik Priel | - | 20,000 | 3.00 | (2) | July 9, 2030 | - | - | |||||||||||||||||||
| Chief Software Architect | 26,666 | 13,334 | 4.50 | (2) | November 15, 2028 | |||||||||||||||||||||
| Ido Molad | - | 30,000 | 3.00 | (2) | September 19, 2030 | 25,000 | 76,250 | |||||||||||||||||||
| VP Research and Development | ||||||||||||||||||||||||||
| (1) | Based on the fair market value of our Common Stock on December 31, 2023 ($3.05 per share). | |
| (2) | 33.33% of the options granted will vest on the first anniversary date of the option grant, and 8.33% of the options will vest at the end of each subsequent three-month period thereafter over the course of the following two (2) years. Pursuant to an acceleration mechanism, any outstanding and unvested options shall immediately accelerate and vest upon the occurrence of certain events, including, inter alia, a merger or sale of all assets of the Company. | |
| (3) | 25% of the options granted will vest on the first anniversary date of the option grant, and 6.25% of the options will vest at the end of each subsequent three-month period thereafter over the course of the following three (3) years. Pursuant to an acceleration mechanism, any outstanding and unvested options shall immediately accelerate and vest upon the occurrence of certain events, including, inter alia, a merger or sale of all assets of the Company. |
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Retirement or Similar Benefit Plans
We do not have any arrangements or plans that provide for the payment of retirement or similar benefits to our directors or executive officers.
Resignation, Retirement, Other Termination, or Change in Control Arrangements
We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our Company or a change in our directors’ or executive officers’ responsibilities following a change in control.
Director Compensation
The following table sets out the compensation paid to directors for services rendered during the year ended December 31, 2023.
| Name | Fees Earned or Paid in Cash | Stock
Awards (*) | Option Awards (*)(**) | All
Other Compensation | Total | |||||||||||||||
| $ in thousands | ||||||||||||||||||||
| Prof. Benad Goldwasser | $ | 120 | $ | - | $ | 207 | $ | - | $ | 327 | ||||||||||
| Shmuel Donnerstein(1) | $ | 15 | $ | - | $ | 41 | $ | - | $ | 56 | ||||||||||
| Ronen Rosenbloom(2) | $ | 6 | $ | - | $ | - | $ | - | $ | 6 | ||||||||||
| Lior Amit(1) | $ | 29 | $ | - | $ | 41 | $ | - | $ | 70 | ||||||||||
| Moshe (Mori) Arkin | $ | 16 | $ | - | $ | 41 | $ | - | $ | 57 | ||||||||||
| Inbal Kreiss | $ | 32 | $ | - | $ | 41 | $ | - | $ | 73 | ||||||||||
| Zeev Vurembrand | $ | 32 | $ | - | $ | 41 | $ | - | $ | 73 | ||||||||||
| Ronit Rubin(3) | $ | 2 | $ | - | $ | 41 | $ | - | $ | 43 | ||||||||||
| Jackson Schneider(3) | $ | 7 | $ | - | $ | 68 | $ | - | $ | 75 | ||||||||||
| Nir Nimrodi(4) | $ | 9 | $ | - | $ | 48 | $ | - | $ | 57 | ||||||||||
| (1) | Served as director of Odysight.ai Inc. until December 6, 2023. | |
| (2) | Served as director of Odysight.ai Inc. until June 1, 2023. | |
| (3) | Served as a director of Odysight.ai Inc. since December 6, 2023. | |
| (4) | Served as a director of Odysight.ai Inc. since August 13, 2023. | |
| (*) | The amount shown in the “Stock Awards” and “Option Awards” columns represents the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the directors during fiscal 2023. The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. Additional information regarding the assumptions used to estimate the fair value of all stock option awards is included in Note 9b-c Consolidated Financial Statements. | |
| (**) | Unaudited numbers. |
On March 15, 2020, our board of directors approved a quarterly fee of $4,000 payable to each of our currently serving directors, excluding Prof. Goldwasser. On each of April, 9, 2021 and August 12, 2021, our board of directors approved the same terms for directors appointed subsequent to March 15, 2020. On May 15, 2022, the board of directors approved a quarterly fee in the amount of $2,000 payable to a director for each committee on which such director serves, if any, with such fee in addition to any other fees to which such director is entitled as a member of the board of directors or any other committee.
On July 31, 2019, the Company entered into a consulting agreement with Prof. Goldwasser, whereby Prof. Goldwasser agreed to serve as chairman of the Board of Directors of the Company. Effective retroactively to March 1, 2019, services as chairman under the agreement were provided in consideration for a monthly fee of $10,000 and a grant of options to purchase Common Stock of the Company representing 5% of the fully diluted share capital of the Company post issuance of the then-next financing round, subject to certain limitations. The Options, which will have a six-year term, will vest in eight equal semi-annual installments over a period of four years with an exercise price per share calculated based on a 25% discount on the sale price of the Common Stock in the then-next fund raising of the Company and accelerated vesting upon closing of a material transaction resulting in change of control of the Company and/or in case Prof. Goldwasser is dismissed not for cause, with other terms and limitations as provided in the consulting agreement.
On November 22, 2023, our board of directors approved a separate compensation arrangement with Mr. Jackson Schneider, subject to his election as a director, which took place on December 6, 2023. In light of the special role and contributions that Mr. Schneider is expected to make to the operation of the Company, the Board approved compensation that includes an annual fee of $80,000, which will be paid on a monthly basis in equal installments, and a recommendation to the Board to grant Mr. Schneider options to purchase a total of 50,000 shares of common stock at an exercise price per share equal to $3.00 per share, vesting over a period of three years and such other terms as provided in a Director Service Agreement signed between Mr. Schneider and the Company.
Equity Compensation Plan Information
2020 Share Incentive Plan
We have adopted the 2020 Share Incentive Plan, or the 2020 Plan, under which we may grant equity-based incentive awards to attract, motivate, and retain the talent for which we compete.
Authorized Shares. The maximum number of ordinary shares available for issuance under the 2020 Plan is equal to the sum of 2,824,717 shares, or such number as our board of directors may determine from time to time.
Administration. Our board of directors, or a duly authorized committee of our board of directors, will administer the 2020 Plan. Under the 2020 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2020 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2020 Plan, and take all other actions and make all other determinations necessary for the administration of the 2020 Plan.
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The administrator also has the authority to amend and rescind rules and regulations relating to the 2020 Plan or terminate the 2020 Plan at any time before the date of expiration of its ten-year term.
Eligibility. The 2020 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Internal Revenue Code (the “Code”) and Section 409A of the Code.
Section 102 of the Ordinance allows employees, directors, and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Our non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Grant. All awards granted pursuant to the 2020 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the administrator in its sole discretion. The award agreement will set forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures), and the exercise price, if applicable. Certain awards under the 2020 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.
Each award will expire seven years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the administrator.
Awards. The 2020 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), shares of Common Stock, restricted shares, restricted share units, and other share-based awards.
Options granted under the 2020 Plan to our employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders).
Exercise. An award under the 2020 Plan may be exercised by providing the company with a written or electronic notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the administrator and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price, and purchase price obligations arising in connection with awards under the 2020 Plan, the administrator may, in its discretion, accept cash, provide for net withholding of shares in a cashless exercise mechanism, or direct a securities broker to sell shares and deliver all or a part of the proceeds to the Company or the trustee.
Transferability. Other than by will, the laws of descent and distribution, or as otherwise provided under the 2020 Plan, neither the options nor any right in connection with such options are assignable or transferable.
Termination of Employment. For grantees who terminated their employment with the Company or any of its affiliates prior to July 5, 2022, all vested and exercisable awards held by such grantees as of the date of termination may be exercised within three months, unless otherwise determined by the administrator. For grantees who terminated their employment with the Company or any of its affiliates after July 5, 2022, all vested and exercisable awards held by such grantees as of the date of termination may be exercised within three years, unless otherwise determined by the administrator. After such three month or three-year period, as applicable, all such unexercised awards will terminate, and the shares covered by such awards shall again be available for issuance under the 2020 Plan.
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In the event of termination of a grantee’s employment or service with the company or any of its affiliates due to such grantee’s death, permanent disability, or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the twelve-month period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2020 Plan.
Notwithstanding any of the foregoing, if a grantee’s employment or services with the company or any of its affiliates is terminated for “cause” (as defined in the 2020 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2020 Plan.
Transactions. In the event of a share split, reverse share split, share dividend, recapitalization, combination, or reclassification of our shares, or any other increase or decrease in the number of issued shares effected without receipt of consideration by the company (but not including the conversion of any convertible securities of the company), the administrator in its sole discretion shall make an appropriate adjustment in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2020 Plan, to the class and kind of shares subject to the 2020 Plan, as well as the exercise price per share of each outstanding award, as applicable, the terms and conditions concerning vesting and exercisability, and the term and duration of outstanding awards, or any other terms that the administrator adjusts in its discretion, or the type or class of security, asset, or right underlying the award (which need not be only that of the Company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the above transactions); provided that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole share unless otherwise determined by the administrator. In the event of a distribution of a cash dividend to all shareholders, the administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by the Company, subject to applicable law.
In the event of a merger or consolidation of our Company, or a sale of all, or substantially all, of the Company’s shares or assets, or other transaction having a similar effect on the Company, or change in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel the award and pay in cash, shares of the company, the acquirer, or other corporation which is a party to such transaction, or other property as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such event amend, modify, or terminate the terms of any award as it shall deem, in good faith, appropriate.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party Transactions
The following section describes various related party transactions. Pursuant to the Stock Transfer Transaction (as defined above), Medigus sold all of its shares of our Common Stock, following which sale Medigus beneficially owned none of our Common Stock and ceased to be a “related person”.
On April 20, 2020, Medigus and Odysight.ai Ltd. entered into an Intercompany Services Agreement, which amended and restated the intercompany services agreement executed between the parties on May 30, 2019. The agreement has an initial term of one year, and renews automatically for additional one-year periods, unless either party provides 60 (sixty) days written notice of non-renewal. Either Medigus or Odysight.ai Ltd. may terminate the agreement for convenience upon providing 60 days prior written notice. The services to be provided by Odysight.ai Ltd. include the provision of office space, utilities, car services, insurance, and chief financial officer services. In consideration for the foregoing services, Odysight.ai Ltd. is entitled to arm’s length service fees based on the most recent transfer pricing analysis as performed by an external expert, which may be adjusted from time to time. On March 22, 2022, Odysight.ai Ltd. provided prior written notice to Medigus of termination of the Intercompany Services Agreement effective May 21, 2022.
On May 18, 2020, we entered into and consummated a securities purchase agreement with M. Arkin (1999) Ltd. (“Arkin Ltd.”), a company wholly-owned by Moshe Arkin, a major shareholder of our Company and member of our board of directors, in connection with the sale and issuance of 229,569 units (“Arkin Units”), at a purchase price of $8.712 per Arkin Unit, and for an aggregate purchase price of $2,000,000 (the “Arkin Transaction”). Each Arkin Unit consists of: (i) two shares of Common Stock and (ii) (a) one warrant to purchase one share of Common Stock with an exercise price of $5.355 and (b) two warrants, each to purchase one share of Common Stock with an exercise price of $8.037 (together, the “Arkin Warrants”). The shares of Common Stock and Arkin Warrants were issued to Arkin Ltd. pursuant to Regulation S of the Securities Act of 1933, as amended.
Also on May 18, 2020, in connection with the Arkin Transaction, we, Medigus and Arkin, entered into the Letter Agreement, whereby, provided that we obtain certain regulatory approvals described therein, we and Medigus agreed to amend certain terms of the Amended and Restated Asset Transfer Agreement and the License Agreement, thereby transferring outright certain patent assets from Medigus to us; provided, however, that in the event that we neglect the foregoing patent assets, we must transfer back ownership of the patent assets to Medigus for no additional consideration. On July 27, 2020, Medigus and Odysight.ai Ltd. entered into each of the Addendum No. 1 to the Amended and Restated Asset Transfer Agreement, or the Addendum, and the Patent License Agreement Termination, in order to reflect and effect the amendments agreed upon in the Letter Agreement.
Since January 1, 2021 and as of the date hereof, our board of directors authorized the allotment of options to purchase 278,334 shares of Common Stock to Prof. Benad Goldwasser and an aggregate of 1,406,842 options and RSUs to purchase shares of Common Stock to certain officers and directors of our Company.
On March 29, 2021, we issued to certain investors, including Arkin Ltd., 2,469,156 units in exchange for an aggregate purchase price of $20 million. Each such unit consists of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $10.35 per share. Each such warrant is exercisable until the close of business on March 31, 2026. Pursuant to the terms of the foregoing warrants, following April 1, 2024, if the closing price of our the Common Stock equal or exceeds 135% of the aforementioned exercise price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the issue date of the warrants) for any thirty (30) consecutive trading days, we may force the exercise of the warrants, in whole or in part, by delivering to these investors a notice of forced exercise. The shares of Common Stock and the warrants were issued to such investors pursuant to Regulation S of the Securities Act of 1933, as amended. The securities issued in connection with the foregoing investment were registered by us for resale under a registration statement on Form S-1 declared effective on May 10, 2021.
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On March 16, 2023, we entered into and consummated securities purchase agreements with (i) Phoenix Insurance Company Ltd. (for Moshe Arkin through his individual retirement account) and (ii) Phoenix Insurance , and Phoenix Amitim, in connection with the sale and issuance of an aggregate of 3,294,117 units, at a purchase price of $4.25 per unit, and for an aggregate purchase price of $14,000,000 (the “Private Placement”). Each unit consists of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $5.50 (the “Warrants”). The Warrants are immediately exercisable and will expire three (3) years from the date of issuance and will be subject to customary adjustments. In connection with the Private Placement, we undertook to file this Registration Statement on Form S-1 with the Securities and Exchange Commission covering the resale of the shares of Common Stock issued pursuant to the Private Placement, the shares of Common Stock underlying the Warrants issued pursuant to the Private Placement, and any other shares of Common Stock and shares of Common Stock underlying warrants to the extent previously issued to Mr. Arkin, Phoenix Insurance or Phoenix Amitim. We further undertook that this Registration Statement on Form S-1 would not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of Mr. Arkin, Phoenix Insurance and Phoenix Amitim. As with Mr. Arkin, Phoenix Insurance and Phoenix Amitim are existing shareholders of the Company. The shares of Common Stock and warrants were issued pursuant to Regulation S of the Securities Act of 1933, as amended.
On June 1, 2023, a stock transfer agreement was entered into by and among Medigus Ltd., L.I.A. Pure Capital Ltd., Mr. Eli Yoresh and Ms. Cheli Menashe, as sellers, and M. Arkin (1999) Ltd., Phoenix Insurance, Phoenix Amitim, Lior Prosor, Prof. Benad Goldwasser and Mr. Yehu Ofer, as purchasers, each such purchaser a Selling Stockholder included in this prospectus (the “Stock Transfer Transaction”). Pursuant to the Stock Transfer Transaction, the sellers sold an aggregate of 2,022,964 shares of our Common Stock to the purchasers for an aggregate total amount of $6.07 million (equal to $3.00 per share), with each of the sellers selling our Common Stock to the purchasers, as follows: (i) Medigus sold an aggregate of 1,924,575 share of our Common Stock, representing its entire beneficial ownership in the Company, as follows: Arkin Ltd. purchased 1,293,576 shares of our Common Stock (all of which except for 1,000 shares of Common Stock are being registered by us for resale under this Registration Statement on Form S-1), Phoenix Insurance purchased 65,000 shares of our Common Stock, Phoenix Amitim purchased 368,333 shares of our Common Stock, Mr. Lior Prosor purchased 33,333 shares of our Common Stock, Prof. Goldwasser purchased 150,000 shares of our Common Stock and Mr. Ofer purchased 14,333 shares of our Common Stock; (ii) L.I.A. Pure Capital Ltd. sold an aggregate of 78,900 shares of our Common Stock to Arkin Ltd. (none of which are being registered by us for resale under this Registration Statement on Form S-1); (iii) Mr. Eli Yoresh sold 11,156 shares of our Common Stock to Arkin Ltd. (none of which are being registered by us for resale under this Registration Statement on Form S-1); and (iv) Ms. Cheli Menashe sold 8,333 shares of our Common Stock to Arkin Ltd. (none of which are being registered by us for resale under this Registration Statement on Form S-1). Concurrently with the Stock Transfer Transaction, each of Mr. Arkin, Phoenix Insurance and Phoenix Amitim provided written consent to the inclusion in this Registration Statement on Form S-1 of the Common Stock acquired by each of the other purchasers in the Stock Transfer Transaction, including Prof. Goldwasser, Mr. Ofer and Mr. Prosor, and we have included in this Registration Statement on Form S-1 the Common Stock acquired by each of the purchasers in the Stock Transfer Transaction (except as to certain shares of Common Stock acquired by Mr. Arkin as indicated above). Prof. Goldwasser is chairman of our board of directors. Mr. Ofer is our chief executive officer. Following the Stock Transfer Transaction, Mr. Arkin, who currently serves as a director on our board of directors, beneficially owns more than 50% of our outstanding shares of Common Stock.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The table below provides information regarding the beneficial ownership of our Common Stock as of February 18, 2024, of (i) each of our current directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and officers as a group, and (iv) each person or entity known to us who owns more than 5% of our Common Stock.
The percentage of Common Stock beneficially owned is based on 10,446,685 shares of Common Stock outstanding as of February 18, 2024. The number and percentage of shares beneficially owned by a person or entity also include shares of Common Stock issuable upon exercise of warrants that are currently exercisable or will become exercisable within 60 days of February 18, 2024. However, these shares are not deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned of any other person or entity.
Unless otherwise indicated below, the address for each beneficial owner listed in the table below is c/o Odysight.ai Inc., Suite 7A, Industrial Park, P.O. Box 3030, Omer, Israel 8496500.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | ||||||
| Prof. Benad Goldwasser(2) | 618,536 | 5.69 | % | |||||
| Inbal Kreiss(3) | 16,025 | * | ||||||
| Moshe (Mori) Arkin(4) | 7,252,115 | 55.60 | % | |||||
| Zeev Vurembrand(5) | 28,354 | * | ||||||
| Yehu Ofer(6) | 169,325 | 1.60 | % | |||||
| Tanya Yosef(7) | 45,905 | * | ||||||
| Eli Israeli | - | - | ||||||
| Jacob Avinu(8) | 41,663 | * | ||||||
| Nir Nimrodi | - | - | ||||||
| Jackson Schneider | - | - | ||||||
| Ronit Rubin | - | - | ||||||
| Directors and officers as a group (11 individuals) | 8,171,923 | 59.50 | % | |||||
| The More Group (9) | 930,820 | 8.53 | % | |||||
| The Phoenix Holdings (10) | 3,673,711 | 30.44 | % | |||||
| The Meitav Dash Group (11) | 916,108 | 8.40 | % | |||||
* Less than 1%.
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners named in the table have, to our knowledge, direct ownership of and sole voting and investment power with respect to the shares of Common Stock beneficially owned by them. |
| (2) | Includes options to purchase 424,595 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
| (3) | Includes options to purchase 16,025 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
| (4) | Securities included herein are held directly by Mr. Moshe Arkin, Mr. Arkin through his individual retirement account at Phoenix Insurance Company Ltd., or by M. Arkin (1999) Ltd, a company wholly-owned by Mr. Arkin. These securities include warrants to purchase 2,575,164 shares of Common Stock and options to purchase 21,117 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
| (5) | Consists of options to purchase 13,354 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
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| (6) | Consists of options to purchase 149,992 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
| (7) | Consists of options to purchase 45,905 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
| (8) | Includes options to purchase 41,663 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
| (9) | Based on information provided to or available to the Company, includes warrants to purchase 470,159 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. The business address of the More Group is BSR Tower 1, 2 Ben Gurion Street, Ramat Gan, Israel. |
| (10) | Based on information provided to or available to the Company and on the Schedule 13G/A filed by The Phoenix Holdings with the SEC on February 12, 2024, securities included herein are held directly by Phoenix Insurance and Phoenix Amitim, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. In general, subsidiaries of the Phoenix Holdings Ltd. manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each subsidiary operates under independent management and makes its own independent voting and investment decisions. These securities include 1,620,189 warrants to purchase shares of Common Stock, which are currently exercisable or will become exercisable within 60 days of February 18, 2024. Not included as beneficially owned by The Phoenix Holdings are shares of Common Stock held by Mr. Arkin through his individual retirement account at Phoenix Insurance Company Ltd.; rather, as indicated in footnote 4 above, these shares of Common Stock are beneficially owned by Mr. Arkin. The business address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim 53454, Israel. |
| (11) | Based on information provided to or available to the Company, includes of warrants to purchase 458,054 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. |
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DESCRIPTION OF CAPITAL STOCK
The following is a summary of some of the terms of our Common Stock, par value $0.001, based on our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”). The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our Articles of Incorporation, our Bylaws as well as the Nevada Revised Statutes (“NRS”) and any other documents referenced in the summary and from which the summary is derived.
OTC Market
Our Common Stock is quoted on the OTC Market, OTCQB Tier, under the symbol “ODYS”. Prior to February 12, 2024, our Common Stock was quoted under the symbol “SCTC”.
Registration
Odysight.ai was incorporated on March 22, 2013 in the State of Nevada under the name Intellisense Solutions Inc.
Common Stock
We are authorized to issue up to a total of 300,000,000 shares of Common Stock. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders.
As of February 18, 2024, there were 10,446,685 shares of Common Stock outstanding and there were 40 holders of record of our Common Stock.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and the holders of Common Stock possess all voting power of our stockholders. Holders of Common Stock do not have cumulative voting rights.
Liquidation Rights
If any, upon any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, holders of shares of Common Stock are entitled to share equally and ratably in the assets of the Company to be distributed among the holders of outstanding shares of Common Stock.
Dividends
In general, the holders of outstanding shares of our Common Stock are entitled to receive dividends out of funds legally available therefor at such times and in such amounts as our board of directors may from time to time determine. As a Nevada corporation, we are subject to the limitations of Nevada law, which allows us to pay dividends unless, after such dividend, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amount that would be needed if we were to be dissolved at the time of the dividend payment to satisfy the preferential rights of stockholders whose preferential rights are superior to those receiving the dividend.
Changing our Articles of Incorporation and Bylaws
Our Articles of Incorporation may be amended or repealed in the manner prescribed by the NRS, and all rights conferred upon stockholders are granted subject to this reservation. Additionally, the affirmative vote of the holders of at least sixty-six percent (66%) of the voting power of all the then outstanding shares of Capital Stock entitled to be voted at the meeting, present in person or represented by proxy, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, Articles IV through XIII of our Articles of Incorporation, and in addition to the affirmative vote of the holders of any class or series of the shares of capital stock required by law.
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Our bylaws may be adopted, amended or repealed, and new bylaws made, by the Board of Directors, but our stockholders may make additional bylaws and may alter and repeal any bylaws, whether adopted by them or otherwise, by affirmative vote of the holders of at least sixty-six percent (66%) of the voting power of all of the then outstanding shares of Capital Stock entitled to be voted at the meeting, present in person or represented by proxy.
Board of Directors
Directors shall be divided into three classes. The initial first, second, and third class directors shall serve terms of office expiring at the first, second and third annual meeting of stockholders following the initial classification of directors, respectively, and until their respective successors are duly elected and qualified. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until their successors are duly elected and qualified. The Board of Directors is authorized to assign directors already in office to such classes as it may determine at the time the classification becomes effective.
In any election of directors, the persons (i) in contested elections receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected or (ii) in uncontested elections receiving a majority of the votes shall be deemed elected. The stockholders are expressly prohibited from cumulating their votes in any election of our directors. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.
Anti-Takeover Effects of Nevada Law and Our Articles of Incorporation and Bylaws
General. Certain provisions of our Articles of Incorporation and our Bylaws, and certain provisions of the NRS could make our acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult. These provisions, which are summarized below, may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation and our Bylaws and the applicable provisions of the NRS.
Advance Notice Requirements. Stockholders wishing to nominate or re-nominate persons for election to our Board of Directors at an annual meeting or to propose any business to be considered by our stockholders at an annual meeting must comply with certain advance notice and other requirements set forth in our Bylaws. Likewise, if our Board of Directors has determined that directors shall be elected at a special meeting of stockholders, stockholders wishing to nominate or re-nominate persons for election to our board of directors at such special meeting must comply with certain advance notice and other requirements set forth in our Bylaws.
Special Meetings. Our Bylaws provide that special meetings of stockholders may only be called by the Board of Directors acting pursuant to a resolution approved by the affirmative vote by a majority of the directors then in office.
Board Vacancies. Any vacancy on our board of directors, howsoever resulting, may be filled by a majority vote of the directors then in office even if less than a quorum is present. Any director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting of stockholders, at which their successors are elected or appointed and the term of the class to which he or she has been elected expires, or until his or her earlier resignation or removal.
Removal of Directors. Our Bylaws provide that any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least seventy percent (70%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class. NRS 78.335 generally requires the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote in order to remove an incumbent director.
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Nevada Anti-Takeover Statutes. Nevada’s “acquisition of controlling interest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws will apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. Our Articles of Incorporation include a provision electing that the Company be governed by these laws. These laws may have a chilling effect on certain transactions by for example discouraging companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such transactions may be in the interest of our stockholders, unless our Articles of Incorporation or Bylaws are amended to provide that these provisions generally do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting rights in the control shares. However, at this time, we do not believe we have 100 stockholders of record resident of Nevada and we do not conduct business in Nevada directly or through an affiliated corporation. Therefore, the provisions of the control share acquisition act are believed not to apply to acquisitions of our shares at this time and will not until such time as these requirements have been met.
Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) provide that specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” of the corporation are prohibited for two years after such person first becomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder”. These laws generally apply to Nevada corporations with 200 or more stockholders of record. Our Articles of Incorporation include a provision electing that the Company not be governed by these laws.
In addition, NRS 78.139 also provides that directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies pursuant to NRS 78.138(4).
Transfer Agent
The transfer agent and registrar for our Common Stock is Securities Transfer Corporation. The transfer agent and registrar’s address is 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093. The transfer agent’s telephone number is (469) 633-0101.
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Shares Eligible for Future Sale
Rule 144
| ● | Pursuant to Rule 144 of the Securities Act, a person who has beneficially owned restricted shares of our Common Stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale, (ii) we are subject to the Exchange Act reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale. | |
| ● | Persons who have beneficially owned restricted shares of our Common Stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of: 1% of total shares outstanding and the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a 144 notice with respect to such sale (which average volume criteria only applies if the company’s securities become listed on Nasdaq or an exchange). |
These provisions are, in each case, dependent on the Company being subject to the Exchange Act periodic reporting requirements for at least three months before the sale. However, since our shares are quoted on the OTC Markets, which is not an “automated quotation system”, our stockholders will not be able to rely on the market-based volume limitation described in the second bullet above. If, in the future, our securities are listed on an exchange or quoted on Nasdaq, then our stockholders would be able to rely on the market-based volume limitation. Unless and until our stock is so listed or quoted, our stockholders can only rely on the percentage based volume limitation described in the first bullet above.
Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144. The selling stockholders will not be governed by the foregoing restrictions when selling their shares pursuant to this prospectus.
Rule 144(i)(1) also prohibits reliance on the rule for sales of restricted stock and any stock held by affiliates of the issuing company into the public market if the issuing company is now or at any time previously has been a “shell company”, unless the requirements of Rule 144(i)(2) are satisfied. Our Company had been a shell company prior to December 30, 2019, and we satisfied the requirements of Rule 144(i)(2).
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SELLING STOCKHOLDERS
Beneficial Ownership and Other Information
We are registering the resale of up to 6,851,574 outstanding shares of Common Stock which are held by the Selling Stockholders as a result of private placement equity financings in Odysight.ai and third party purchases, and an additional aggregate of 4,195,353 shares of Common Stock that the Selling Stockholders may acquire upon exercise of warrants that we have issued to them pursuant to private placement equity financings. The shares of common stock and warrants to acquire common stock were acquired in the following private placement equity financings and third party purchases: 1,923,575 shares of common stock in a third party purchase in 2023; 3,294,117 shares of common stock and 3,294,117 warrants to acquire shares of common stock in a private placement equity financing in 2023; 901,236 shares of common stock and 901,236 warrants to acquire shares of common stock in a private placement equity financing in 2021; 688,705 shares of common stock a in a private placement equity financing in 2020; and 43,941 shares of common stock a in a private placement equity financing in 2019.
In this prospectus, the term “Selling Stockholders” includes (i) the entities identified in the table below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus forms a part) and (ii) any donees, pledgees, transferees or other successors-in-interest that acquire any of the shares of Common Stock covered by this prospectus after the date of this prospectus from the Selling Stockholders as a gift, pledge, partnership distribution or other non-sale related transfer.
The registration of the resale of the shares of Common Stock covered by this prospectus does not necessarily mean that the Selling Stockholders will acquire (if not already held by them) or resell any or all of those shares.
The information in the table below is based upon information provided by the Selling Stockholders. The percentage of Common Stock owned by each of the Selling Stockholders (including shares underlying warrants that we have issued to them pursuant to equity financings) is based on 10,443,768 shares of Common Stock outstanding as of February 18, 2024. To the best of our knowledge, the Selling Stockholders do not have an agreement or understanding, directly or indirectly, with any person to distribute the shares of Common Stock at the time that they entered into the equity financing agreement under which they have been issued or may be issued such shares.
Unless otherwise indicated below, the address for each beneficial owner listed in the table below is c/o Odysight.ai Inc., Suite 7A, Industrial Park, P.O. Box 3030, Omer, Israel 8496500.
| Name of Selling Stockholder | Shares of Common Stock Beneficially Owned Prior to this Offering(1) | Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus(2) | Shares of Common Stock Beneficially Owned After this Offering (3) | |||||||||||||||||
| Shares | Percentage | Shares | Percentage | |||||||||||||||||
| Moshe (Mori) Arkin (4) | 7,252,115 | 55.60 | % | 7,131,609 | 120,506 | * | ||||||||||||||
| The Phoenix Holdings (5) | 3,673,711 | 30.44 | % | 3,673,711 | — | — | ||||||||||||||
| Lior Prosor (6) | 82,717 | * | 33,333 | 49,384 | * | |||||||||||||||
| Prof. Benad Goldwasser (7) | 618,536 | 5.69 | % | 193,941 | 424,595 | 3.91 | % | |||||||||||||
| Yehu Ofer (8) | 169,325 | 1.60 | % | 14,333 | 154,992 | 1.46 | % | |||||||||||||
| * | Less than 1%. |
| (1) | The percentage of shares of Common Stock owned is based on 10,446,685 shares of Common Stock outstanding as of February 18, 2024. |
| (2) | Includes all shares of Common Stock issuable upon exercise of outstanding warrants, all of which shares may be sold in the offering under this prospectus. |
| (3) | We have assumed for purposes of the above table that all shares of Common Stock being registered for resale hereunder are sold by the relevant Selling Stockholders. There is no guarantee that any of those shares will actually be sold by the Selling Stockholders. |
| (4) | Securities included herein are held directly by Mr. Moshe Arkin, Mr. Arkin through his individual retirement account at Phoenix Insurance Company Ltd., or by M. Arkin (1999) Ltd, a company wholly-owned by Mr. Arkin. These securities include warrants to purchase 2,575,164 shares of Common Stock and options to purchase 21,117 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. Mr. Arkin currently serves as a director on our board of directors. |
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| (5) | Based on information provided to or available to the Company and on the Schedule 13G/A filed by the Phoenix Holdings with the SEC on February 12, 2024, securities included herein are held directly by Phoenix Insurance and Phoenix Amitim, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. In general, subsidiaries of Phoenix Holdings manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each subsidiary operates under independent management and makes its own independent voting and investment decisions. These securities include 1,620,189 warrants to purchase shares of Common Stock, which are currently exercisable or will become exercisable within 60 days of February 18, 2024. Not included as beneficially owned by The Phoenix Holdings are shares of Common Stock held by Mr. Arkin through his individual retirement account at Phoenix Insurance Company Ltd.; rather, as indicated in footnote 4 above, these shares of Common Stock are beneficially owned by Mr. Arkin. The business address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim 53454, Israel. |
| (6) | Includes warrants to purchase 24,692 shares of Common Stock, which are currently exercisable or will become exercisable within 60 days of February 18, 2024. The address for Mr. Prosor is 230 west 79th street New York, NY, 10024. |
| (7) | Includes options to purchase 424,595 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. Prof. Goldwasser currently serves as chairman of our board of directors. |
| (8) | Includes options to purchase 149,992 shares of Common Stock which are currently exercisable or will become exercisable within 60 days of February 18, 2024. Mr. Ofer currently serves as our chief executive officer. |
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PLAN OF DISTRIBUTION
The Selling Stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests in shares of Common Stock received after the date of this prospectus from a Selling Stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.
The Selling Stockholders may use any one or more of the following methods when disposing of shares or interests therein:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; | |
| ● | a combination of any such methods of sale; and | |
| ● | any other method permitted by applicable law. |
The Selling Stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Stockholders from the sale of the Common Stock offered by them will be the purchase price of the Common Stock less discounts or commissions, if any. Each of the Selling Stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
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The Selling Stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.
The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
We have agreed with the Selling Stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (i) the date that such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 under the Securities Act or any other rule of similar effect, (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect or (iii) the third anniversary of the closing of the Private Placement.
LEGAL MATTERS
The validity of the shares of Common Stock offered by this prospectus will be passed upon for us by The Crone Law Group, P.C.
EXPERTS
The financial statements of Odysight.ai Inc. (formerly known as ScoutCam Inc.) dated as of December 31, 2022 and December 31, 2021 and for the years then ended, as included in this prospectus, have been audited by Brightman Almagor Zohar & Co., a firm in the Deloitte global network, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm and given the firm’s authority as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information in respect of our Company and the securities offered by this prospectus, you should refer to the registration statement, including the exhibits and schedules thereto.
We file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can read our SEC filings, including the registration statement, at the SEC’s website at http://www.sec.gov.
You may also obtain information about us by visiting our website at https://www.odysight.ai/. Information contained in our website is not part of this prospectus.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not rely on any other representations. Our affairs may change after this prospectus is distributed. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of those documents.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses, other than underwriting discounts and commissions, paid or payable by the Registrant in connection with the sale of the shares of Common Stock being registered hereby. All amounts shown are estimates except for the SEC registration fee.
| SEC registration fee | $ | 5,598 | ||
| Legal fees and expenses | $ | 115,000 | ||
| Accounting fees and expenses | $ | 25,000 | ||
| Miscellaneous fees and expenses | $ | 10,000 | ||
| Total | $ | 155,598 |
Under agreements between our Company and the Selling Stockholders, we have agreed to bear all costs, expenses and fees in connection with the registration of the shares of Common Stock offered under this prospectus.
Item 14. Indemnification of Directors and Officers.
Nevada law and certain provisions of our bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities, which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.
In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of the stockholders, that the applicable standard of conduct was met by the person to be indemnified.
The circumstances under which indemnification is granted in connection with an action brought on our behalf are generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification may also be granted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders or directors. The statutory provision cited above also grants the power to us to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.
A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 15. Recent Sales of Unregistered Securities.
Since November 1, 2020, the Registrant has issued the following unregistered securities:
On March 29, 2021, we issued to certain investors listed below, including M. Arkin (1999) Ltd., 2,469,156 units in exchange for an aggregate purchase price of $20 million, as follows:
| Investor |
| M. Arkin (1999) Ltd. |
| Amatrine L.P. |
| Klirmark Opportunity Fund III, L.P. |
| Neopharm Investments LTD |
| Noked Long Limited Partnership |
| Sphera Small Cap Fund L.P. |
| The Phoenix insurance LTD |
| Shotfut Menayot Israel Phoenix Amitim |
| Lior Prosor |
| More Provident Funds LTD - Alfa More Provident Fund - Bond 25% |
| More Provident Funds LTD - Advanced Study Fund - Bond 25% |
| More Provident Funds LTD - Investment Fund - Bond 25% |
| More Provident Funds LTD - Alfa More Provident Age 50 |
| More Provident Funds LTD - Alfa More Provident Over Age 60 |
| More Provident Funds LTD - Alfa More Provident Fund 50-60 |
| More Provident Funds LTD - Alfa More Provident Fund Stock |
| More Provident Funds LTD - Investment Fund - Stocks |
| More Provident Funds LTD - Investment Fund - General |
| More Provident Funds LTD - Advanced Study Fund – Stocks |
| More Provident Funds LTD - Advanced Study Fund – General |
| Kranot Hishtalmut Le Morim ve Gananot Hevra Menahelet LTD |
| Gal Provident Fund Management for Teachers LTD |
| Gal Provident Fund Management for Teachers LTD - for Kupat Gemel Kalanit |
| OS – Hevra Lenihul Kupot Gemel LTD |
| Yahav P.R.H Provident Funds Management Company LTD |
| K.S.M - Keren Hishtalmut le Biochimaim LTD |
| Provident Fund of the Employees of Haifa Municipality |
| Aram Gmulim Provident Fund Management LTD |
| Kav Habriut - Provident Fund Management LTD Israel |
| Mishpetanim Education Fund for Lawyers Management Company LTD |
| Management Company of the Israeli Judges Study Fund LTD |
| PARETO HF |
| Reut Management Company of Provident Fund LTD |
| Further Education Found for Liberal Arts and Social Science LTD |
| WESURE INSURANCE |
| Yahav Physicians Management Company for Provident Funds LTD |
| Kelah - Social Workers Study Fund Management Company LTD |
| The Management Company of I.E.C. Workers Education Fund LTD |
| Gal Provident Fund Management for Teachers LTD - for Kupat Gemel Hagomel |
Each such unit consists of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $10.35 per share. Each such warrant is exercisable until the close of business on March 31, 2026. Pursuant to the terms of the foregoing warrants, following April 1, 2024, if the closing price of our the Common Stock equal or exceeds 135% of the aforementioned exercise price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after the issue date of the warrants) for any thirty (30) consecutive trading days, we may force the exercise of the warrants, in whole or in part, by delivering to these investors a notice of forced exercise. The securities issued in connection with the foregoing investment were registered by us for resale under a registration statement on Form S-1 declared effective on May 10, 2021.
On March 16, 2023, we entered into and consummated securities purchase agreements with (i) Phoenix Insurance Company Ltd. (for Moshe Arkin through his individual retirement account) and (ii) Phoenix Insurance , and Phoenix Amitim, in connection with the sale and issuance of an aggregate of 3,294,117 units, at a purchase price of $4.25 per unit, and for an aggregate purchase price of $14,000,000 (the “Private Placement”). Each unit consists of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $5.50 (the “Warrants”). The Warrants are immediately exercisable and will expire three (3) years from the date of issuance and will be subject to customary adjustments. In connection with the Private Placement, we undertook to file this Registration Statement on Form S-1 with the Securities and Exchange Commission covering the resale of the shares of Common Stock issued pursuant to the Private Placement, the shares of Common Stock underlying the Warrants issued pursuant to the Private Placement, and any other shares of Common Stock and shares of Common Stock underlying warrants to the extent previously issued to Mr. Arkin, Phoenix Insurance or Phoenix Amitim. We further undertook that this Registration Statement on Form S-1 would not include any shares of Common Stock or other securities for the account of any other holder without the prior written consent of Mr. Arkin, Phoenix Insurance and Phoenix Amitim. As with Mr. Arkin, Phoenix Insurance and Phoenix Amitim are existing shareholders of the Company.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The shares of Common Stock and warrants in both transactions above were issued pursuant to Regulation S of the Securities Act of 1933, as amended.
| II-1 |
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
| * | Filed herewith |
| ** | Certain confidential information contained in this exhibit, marked by brackets, was omitted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. “[***]” indicates where the information has been omitted from this exhibit |
| + | Management contract or compensatory plan or arrangement |
| *** | Previously filed |
| (b) | Financial Statement Schedules. Schedules have been omitted because the information required to be set out therein is not applicable or is shown in the financial statements or notes thereto. |
| II-2 |
Item 17. Undertakings.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. | |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; | |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and | |
| (iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| (6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Omer, State of Israel, on February 20, 2024.
| ODYSIGHT.AI INC. | ||
| By: | /s/ Yehu Ofer | |
| Name: | Yehu Ofer | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Yehu Ofer | Chief Executive Officer | February 20, 2024 | ||
| Yehu Ofer | (Principal Executive Officer) | |||
| /s/ Tanya Yosef | Chief Financial Officer | February 20, 2024 | ||
| Tanya Yosef | (Principal Financial Officer) | |||
| * | Chairman of the Board | February 20, 2024 | ||
| Benad Goldwasser | ||||
| * | Director | February 20, 2024 | ||
| Zeev Vurembrand | ||||
| * | Director | February 20, 2024 | ||
| Moshe (Mori) Arkin | ||||
| * | Director | February 20, 2024 | ||
| Inbal Kreiss | ||||
| * | Director | February 20, 2024 | ||
| Nir Nimrodi | ||||
| * | Director | February 20, 2024 | ||
| Jackson Schneider | ||||
| * | Director | February 20, 2024 | ||
| Ronit Rubin |
| *By: | /s/ Tanya Yosef | |
| Tanya Yosef | ||
| Attorney in fact |
| II-4 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
INTERIM FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023
CONSOLIDATED ODYSIGHT.AI INC.
| Page | |
| Interim Condensed Consolidated Financial Statements - in US Dollars (USD) in thousands | |
| Interim Condensed Consolidated Balance Sheets (unaudited) | F-2 |
| Interim Condensed Consolidated Statements of Operations (unaudited) | F-4 |
| Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | F-5 |
| Interim Condensed Consolidated Statements of Cash Flows (unaudited) | F-7 |
| Notes to the Interim Condensed Consolidated Financial Statements | F-9 |
| F-1 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2023 | December 31, 2022 | |||||||
| Unaudited | Audited | |||||||
| USD in thousands | ||||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | ||||||||
| Short terms deposits | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Contract fulfillment assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Severance pay asset | ||||||||
| Total non- current assets | ||||||||
| TOTAL ASSETS | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| F-2 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
| September 30, 2023 | December 31, 2022 | |||||||
| Unaudited | Audited | |||||||
| USD in thousands | ||||||||
| Liabilities and shareholders’ equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | ||||||||
| Contract liabilities - short term | ||||||||
| Operating lease liabilities - short term | ||||||||
| Accrued compensation expenses | ||||||||
| Related parties | ||||||||
| Other accounts payable | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Contract liabilities - long term | ||||||||
| Operating lease liabilities - long term | ||||||||
| Liability for severance pay | ||||||||
| Other liabilities - long term | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common stock, $ par value; shares authorized as of September 30, 2023 and December 31, 2022, and shares issued and outstanding as of September 30, 2023 and December 31, 2022 , respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| F-3 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | ||||||||||||||||
| USD in thousands (except per share data) | ||||||||||||||||
| REVENUES | ||||||||||||||||
| COST OF REVENUES | ||||||||||||||||
| GROSS LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| RESEARCH AND DEVELOPMENT EXPENSES | ||||||||||||||||
| SALES AND MARKETING EXPENSES | ||||||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME | ||||||||||||||||
| FINANCING INCOME (EXPENSES), NET | ( | ) | ||||||||||||||
| LOSS BEFORE TAXES ON INCOME | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TAXES ON INCOME | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per ordinary share (basic and diluted, USD) | ) | ) | ) | ) | ||||||||||||
| Weighted average ordinary shares (basic and diluted, in thousands) | ||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| F-4 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Nine Months Ended September 30, 2023 (Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | paid-in | Accumulated | Shareholders’ | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| In thousands | USD in thousands | |||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Issuance of shares upon RSU vesting | * | * | ||||||||||||||||||
| Issuance of shares and warrants | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
Three Months Ended September 30, 2023 (Unaudited)
| Additional | Total | |||||||||||||||||||
| Ordinary shares | paid-in | Accumulated | Shareholders’ | |||||||||||||||||
| Number | Amount | capital | deficit | Equity | ||||||||||||||||
| In thousands | USD in thousands | |||||||||||||||||||
| Balance at July 1, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Issuance of shares upon RSU vesting | * | * | ||||||||||||||||||
| Issuance expenses | - | ( | ) | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| * |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| F-5 |
Nine Months Ended September 30, 2022 (Unaudited)
| Ordinary shares | Additional paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Number | Amount | capital | deficit | Equity | ||||||||||||||||
| In thousands | USD in thousands | |||||||||||||||||||
| Balance at January 1, 2022 | ( | ) | ||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at September 30, 2022 | ( | ) | ||||||||||||||||||
Three Months Ended September 30, 2022 (Unaudited)
| Ordinary shares | Additional paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Number | Amount | capital | deficit | Equity | ||||||||||||||||
| In thousands | USD in thousands | |||||||||||||||||||
| Balance at July 1, 2022 | ( | ) | ||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at September 30, 2022 | ( | ) | ||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| F-6 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | ||||||||||||||||
| USD in thousands | ||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Stock based compensation | ||||||||||||||||
| Severance pay asset and liability | ( | ) | ||||||||||||||
| Profit from exchange differences from operating lease liability | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss (Profit) from exchange differences on cash and cash equivalents | ( | ) | ||||||||||||||
| Interest income in respect of deposits | ( | ) | ( | ) | ( | ) | ||||||||||
| CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: | ||||||||||||||||
| Decrease (increase) in accounts receivable | ( | ) | ||||||||||||||
| Increase in inventory | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Decrease (increase) in other current assets | ( | ) | ||||||||||||||
| Decrease in contract fulfillment assets | ||||||||||||||||
| Decrease in ROU asset | ||||||||||||||||
| Increase (decrease) in account payables | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in contract liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Decrease in operating lease liability | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Increase (decrease) in accrued compensation expenses | ( | ) | ( | ) | ||||||||||||
| Increase (decrease) in related parties | ( | ) | ||||||||||||||
| Increase (decrease) in other account payable | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Withdrawal of short terms deposits | ||||||||||||||||
| Investment in short term deposits | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash flows provided by (used in) investing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Proceeds from issuance of shares and warrants | ( | ) | ||||||||||||||
| Proceeds from exercise of warrants | ||||||||||||||||
| Issuance expenses | ||||||||||||||||
| Net cash flows provided by (used in) financing activities | ( | ) | ||||||||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||||||
| LOSS FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | ||||||||||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | ||||||||||||||||
| F-7 |
Non cash activities -
| Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | ||||||||||||||||
| USD in thousands | ||||||||||||||||
| Non cash activities | ||||||||||||||||
| Change in unpaid issuance expenses | ( | ) | ||||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||||||||||
| Termination of right-of-use assets in exchange for cancellation of operating lease obligations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| F-8 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL:
| a. | Odysight.ai.Inc (the “Company”), formerly known as ScoutCam Inc., was incorporated under the laws of the State of Nevada on March 22, 2013. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating “shell company”.
On June 5, 2023, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Registrant’s Articles of Incorporation to change its name from “ScoutCam Inc.” to “Odysight.ai Inc.”, effective June 5, 2023.
The Company’s wholly owned subsidiary, Odysight.ai Ltd (“Odysight.ai”.), formerly known as ScoutCam Ltd., was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus Ltd. (“Medigus”), an Israeli company traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019.
In December 2019, Medigus and Odysight.ai consummated an asset transfer agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to Odysight.ai.
On
December 30, 2019, the Company and Medigus consummated a securities exchange agreement (the “Exchange Agreement”), pursuant
to which Medigus delivered
During 2020-2023 Medigus has decreased its holdings in the Company such that as of March 31, 2023, Medigus owned
The Company, through Odysight.ai, provides image-based platforms. Through the use of its proprietary visualization technology, Odysight.ai offers solutions across predictive maintenance and condition-based monitoring markets, in sectors such as energy, automotive and aviation. Odysight.ai’s solutions are based on small and highly resilient cameras, specialized AI analysis and supplementary technologies. Some of the Company’s products utilize micro visualization technology in medical devices for minimally invasive medical procedures. |
| F-9 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continued):
| b. | Since incorporation of
Odysight.ai and through September 30, 2023, the Company accumulated a deficit of approximately $ |
NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
a. Unaudited Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2022.
As
of December 31, 2022 and 2021,
b. Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
c. Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates.
| F-10 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued):
d. Significant Accounting Policies
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
e. Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements.
NOTE 3 – LEASES:
| a. | Omer office space |
In
December 2020,
On June 25, 2023, Odysight.ai entered into an amendment to these agreements, pursuant to which the lease for the additional space will be shortened and end on June 30, 2023 and the lease for the original space will be extended for an additional five years until December 31, 2028. It was also agreed that Odysight.ai has an option to terminate the agreement for the original space after three years.
Monthly
lease payments under the agreement for the original space are approximately $
| b. | Ramat Gan office space |
In
December 2022,
In
May 2023,
Odysight.ai
subleases part of the additional office space in Ramat Gan to a third party for approximately $
Supplemental cash flow information related to operating leases was as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | ||||||||||||||||
| USD in thousands | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||
As
of September 30, 2023, the Company’s operating leases had a weighted average remaining lease term of
Future lease payments under operating leases as of September 30, 2023 were as follows:
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES
| Operating leases | ||||
| USD in thousands | ||||
| Remainder of 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total future lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total lease liability balance | ||||
| F-11 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – EQUITY:
| a. | Private Placement
On
March 16, 2023, the Company consummated a Stock Purchase Agreements for a private placement with (i) Moshe Arkin through his
individual retirement account and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in
connection with the sale and issuance of an aggregated amount of
units (collectively, the “Units”), at a purchase price of $
per Unit, and for an aggregated purchase price of $ |
Warrants:
As of September 30, 2023, the Company had the following outstanding warrants to purchase common stock:
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK
| Number of | ||||||||||||||
| Shares of | ||||||||||||||
| Exercise Price | common stock | |||||||||||||
| Issuance | Expiration | Per Share | Underlying | |||||||||||
| Warrant | Date | Date | ($) | Warrants | ||||||||||
| March 2021 Warrant | ||||||||||||||
| March 2023 Warrant | ||||||||||||||
| F-12 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – EQUITY (continued):
| b. | Stock-based compensation to employees, directors and service providers: |
In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”).
The Plan initially included a pool of shares of common stock for grant to Company employees, consultants, directors and other service providers. On March 15, 2020, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional shares of common stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional shares of common stock. During the second quarter of 2021, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional shares of common stock. During the first quarter of 2023, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional shares of common stock.
The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance.
Stock option activity
During the nine months ended September 30, 2023, the Company granted options pursuant to the Plan.
SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS
| Nine months ended | ||||
| September 30, 2023 | ||||
| Underlying value of ordinary shares ($) | - | |||
| Exercise price ($) | - | |||
| Expected volatility (%) | %-% | |||
| Term of the options (years) | ||||
| Risk-free interest rate | %-% | |||
The cost of the benefit embodied in the options granted during the nine months ended September 30, 2023, based on their fair value as of the grant date, is estimated to be approximately $ thousand. These amounts will be recognized in the statements of operations and comprehensive income over the vesting period.
SCHEDULE OF STOCK OPTION ACTIVITY
| For the | ||||||||
| Nine months ended | ||||||||
| September 30, 2023 | ||||||||
| Weighted | ||||||||
| average | ||||||||
| Amount of | exercise | |||||||
| options | price | |||||||
| $ | ||||||||
| Outstanding at beginning of period | ||||||||
| Granted | ||||||||
| Fortfeited | ( | ) | ||||||
| Outstanding at end of period | ||||||||
| Vested at end of period | ||||||||
| F-13 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – EQUITY (continued):
Restricted stock unit (“RSU”) activity
Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock.
SCHEDULE OF STOCK OPTION ACTIVITY
| For the | ||||||||
| Nine months ended | ||||||||
| September 30, 2023 | ||||||||
| Weighted Average | ||||||||
| Amount of | Grant Date Fair Value | |||||||
| RSUs | per Share | |||||||
| $ | ||||||||
| Outstanding at beginning of period | ||||||||
| Granted | ||||||||
| Fortfeited | ( | ) | ||||||
| Vested | ( | ) | ||||||
| Unvested and Outstanding at end of period | ||||||||
Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | ||||||||||||||||
| USD in thousands | ||||||||||||||||
| Cost of revenues | ( | ) | ||||||||||||||
| Research and development | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total expenses | ||||||||||||||||
| F-14 |
ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – REVENUES:
| Disaggregation of revenue |
SCHEDULE OF DISAGGREGATION OF REVENUE
| Nine months ended | Three months ended | |||||||||||||||
| September 30, 2023 | September 30, 2023 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| USD in thousands | USD in thousands | |||||||||||||||
| Development Services (*) | ||||||||||||||||
| Products | ||||||||||||||||
| Revenue | ||||||||||||||||
| (*) | ||
| In
addition, following the commencement of the production phase, the Company recognized product revenues of $ |
Contract fulfillment assets and Contract liabilities:
The Company’s contract fulfillment assets and contract liabilities as of September 30, 2023 and December 31, 2022 were as follows:
SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| USD in thousands | ||||||||
| Contract fulfillment assets | ||||||||
| Contract liabilities | ||||||||
Contract liabilities include deferred service revenue and advance payment.
The change in contract fulfillment assets:
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| USD in thousands | ||||||||
| Balance at beginning of the period | ||||||||
| Contract costs recognized during the period | ( | ) | ( | ) | ||||
| Balance at end of the period | ||||||||
The change in contract liabilities:
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| USD in thousands | ||||||||
| Balance at beginning of the period | ||||||||
| Deferred revenue relating to new sales | ||||||||
| Revenue recognized during the period | ( | ) | ( | ) | ||||
| Balance at end of the period | ||||||||
Remaining Performance Obligations
Remaining
Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue
and amounts that will be invoiced and recognized as revenue in future periods. As of September 30, 2023, the total RPO amounted to $
| F-15 |
NOTE 6 – ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.)
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - INVENTORY:
Composed as follows:
SCHEDULE OF INVENTORY
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| USD in thousands | ||||||||
| Raw materials and supplies | ||||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Inventory net | ||||||||
During
the period ended September 30, 2023,
Basic loss per share is computed by dividing net loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares as described below.
In computing the Company’s diluted loss per share, the numerator used in the basic loss per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted loss per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period.
NOTE 8 – RELATED PARTIES
a. Balances with related parties:
SCHEDULE OF BALANCES WITH RELATED PARTIES
| September 30 , 2023 | December 31, 2022 | |||||||
| USD in thousands | ||||||||
| Directors (directors’ accrued compensation) | ||||||||
| Smartec R&D Ltd. (see b below) | ||||||||
| Related parties | ||||||||
| b. | During nine months ended September 30, 2023 the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. |
Total
compensation during the nine months ended September 30, 2023 and September 30, 2022 were approximately $
NOTE 9 - COMMITMENTS AND CONTINGENCIES
On April 2023, the
Company received approval from the Israel Innovation Authority (previously the Office of the Chief Scientist), (the “IIA”)
to support and enhance the Company’s production line and capabilities in the next 24 months until April 2025.
During the three months ended September 30, 2023 grants of $
NOTE 10 – SUBSEQUENT EVENTS
On October 7, 2023, subsequent to the reporting period, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets, which led Israel to formally declare war on Hamas the next day. The war is ongoing as of the issuance date of these financial statements. At this stage, the Company does not expect substantial impact of the above-described events on its operations.
The Warrants are immediately exercisable and will expire
| F-16 |
SCOUTCAM INC.
TABLE OF CONTENTS
| Page | |
| Consolidated Financial Statements – in US Dollars (USD) in thousands | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 1197) | F-18 |
| Consolidated Balance Sheets | F-19 |
| Consolidated Statements of Operations | F-20 |
| Consolidated Statements of Changes in Shareholders’ Equity | F-21 |
| Consolidated Statements of Cash Flows | F-22 |
| Notes to the Consolidated Financial Statements | F-24 |
| F-17 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Scoutcam Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Scoutcam Inc. and its Subsidiary (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Stock-Based Compensation to Employees, Directors and Service Providers – Stock Options — Refer to Notes 2i and 9b to the consolidated financial statements
Critical Audit Matter Description
The Company issues various types of equity awards, including stock options. During the year ended December 31, 2022, the Company recorded stock options related compensation expense of $1.49 million. The Company estimated the fair value of these stock options granted using the Black-Scholes option pricing model. The Black-Scholes option-pricing model required management to make a number of assumptions, of which the most significant are the stock price volatility and the expected option term.
Auditing the Company’s accounting of stock-based options required auditor judgment due to the subjectivity of assumptions used to estimate the fair value of stock-based options granted.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the stock-based compensation included the following, among others:
| ● | We assessed the accuracy and completeness of the awards granted during the year by reading the relevant Board of Directors minutes and grant documents. |
| ● | We evaluated the appropriateness of the valuation method used for the stock option grants and whether the method used for determining fair value was applied consistently with the valuation of similar grants in prior periods. |
| ● | We evaluated the significant assumptions used by management to calculate the fair value of stock options granted. Such evaluation included independent calculation of the expected volatility. |
| ● | We developed an independent estimate of the fair value for all the grants during the year and compared our estimate of fair value to the fair value used by management. |
/s/ Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
March 28, 2023
We have served as the Company’s auditor since 2020.
| F-18 |
SCOUTCAM INC.
CONSOLIDATED BALANCE SHEETS
| 2022 | 2021 | |||||||||||
| December 31, | ||||||||||||
| 2022 | 2021 | |||||||||||
| USD in thousands | ||||||||||||
| Assets | Note | |||||||||||
| CURRENT ASSETS: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Short terms deposits | 3 | |||||||||||
| Accounts receivable | ||||||||||||
| Inventory | 4 | |||||||||||
| Other current assets | ||||||||||||
| Total current assets | ||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Contract fulfillment assets | 10 | |||||||||||
| Property and equipment, net | 5 | |||||||||||
| Operating lease right-of-use assets | 11 | |||||||||||
| Severance pay asset | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| Liabilities and shareholders’ equity | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities - short term | 10 | |||||||||||
| Operating lease liabilities - short term | 11 | |||||||||||
| Accrued compensation expenses | ||||||||||||
| Related parties | 8 | |||||||||||
| Other accrued expenses | 6 | |||||||||||
| Total current liabilities | ||||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||
| Contract liabilities - long term | 10 | |||||||||||
| Operating lease liabilities - long term | 11 | |||||||||||
| Liability for severance pay | ||||||||||||
| Total non-current liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| SHAREHOLDERS’ EQUITY: | 9 | |||||||||||
| Common stock, $ par value; shares authorized as of December 31, 2022 and December 31, 2021, shares issued and outstanding as of December 31, 2022 and December 31, 2021 | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-19 |
SCOUTCAM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Note | 2022 | 2021 | ||||||||||
| Year ended December 31, | ||||||||||||
| Note | 2022 | 2021 | ||||||||||
| USD
in thousands (except per share data) | ||||||||||||
| REVENUES | 10 | |||||||||||
| COST OF REVENUES | ||||||||||||
| GROSS LOSS | ( | ) | ( | ) | ||||||||
| RESEARCH AND DEVELOPMENT EXPENSES | 12 | |||||||||||
| SALES AND MARKETING EXPENSES | ||||||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | 13 | |||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||||||
| OTHER INCOME | ||||||||||||
| FINANCING INCOME (EXPENSES), NET | ( | ) | ||||||||||
| LOSS BEFORE TAXES ON INCOME | ( | ) | ( | ) | ||||||||
| TAXES ON INCOME | ||||||||||||
| NET LOSS | ( | ) | ( | ) | ||||||||
| Net loss per share (basic and diluted, in USD) | ) | ) | ||||||||||
| Weighted average common shares (basic and diluted, in thousands) | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-20 |
SCOUTCAM INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Common stock | Additional paid-in capital | Accumulated deficit | Total Shareholders’ equity | |||||||||||||||||
| Number
in thousands | Amount | USD in thousands | ||||||||||||||||||
| Balance at January 1, 2022 | $ | | $ | $ | ( | ) | $ | | ||||||||||||
| Stock based compensation (see note 9) | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock | Additional paid-in capital | Accumulated deficit | Total Shareholders’ equity | |||||||||||||||||
| Number
in thousands | Amount | USD in thousands | ||||||||||||||||||
| Balance at January 1, 2021 | $ | | $ | $ | ( | ) | $ | | ||||||||||||
| Balance | $ | | $ | $ | ( | ) | $ | | ||||||||||||
| Issuance of shares and warrants (see note 9) | ||||||||||||||||||||
| Exercise of warrants (see note 9) | ||||||||||||||||||||
| Stock based compensation (see note 9) | - | |||||||||||||||||||
| Round up of shares due to reverse stock split (see note 9) | * | * | * | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| F-21 |
SCOUTCAM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2022 | 2021 | |||||||
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Profit (loss) from exchange differences on cash and cash equivalents | ( | ) | ||||||
| Profit from exchange differences from operating lease liabilities | ( | ) | ||||||
| Severance pay asset and liability | ( | ) | ( | ) | ||||
| Interest income in respect of deposits | ( | ) | ( | ) | ||||
| CHANGES IN OPERATING ASSET AND LIABILITY: | ||||||||
| Decrease (increase) in accounts receivable | ( | ) | ||||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Increase (decrease) in operating lease liability | ( | ) | ||||||
| Decrease (increase) in ROU asset | ( | ) | ||||||
| Decrease (increase) in other current assets | ( | ) | ||||||
| Increase in account payables | ||||||||
| Increase (decrease) in contract fulfillment assets | ( | ) | ||||||
| Increase in contract liabilities | ||||||||
| Increase (decrease) in accrued compensation expenses | ( | ) | ||||||
| Increase in related parties | ||||||||
| Increase in other accrued expenses | ||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Withdrawal of short terms deposits | ||||||||
| Investment in short terms deposits | ( | ) | ( | ) | ||||
| Net cash flows provided by (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares and warrants | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Issuance expenses | ( | ) | ||||||
| Net cash flows provided by financing activities | ||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | ||||||||
| PROFITS FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR | ||||||||
| F-22 |
Non cash activities -
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Non cash activities | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
| Increase in property and equipment through a decrease in advances to suppliers | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-23 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL:
| a. | ScoutCam Inc. (the “Company”), formerly known as Intellisense Solutions Inc., (“Intellisense”), was incorporated under the laws of the State of Nevada on March 22, 2013. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating “shell company”. | |
| The Company’s wholly-owned subsidiary, ScoutCam Ltd. (“ScoutCam”), was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus Ltd. (“Medigus”), an Israeli company traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019. | ||
| In December 2019, Medigus and ScoutCam consummated an asset transfer agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. | ||
| On December 30, 2019, Intellisense and Medigus consummated a securities exchange agreement (the “Exchange Agreement”), pursuant to which Medigus delivered 100% of its holdings in ScoutCam to Intellisense in exchange for shares of Intellisense’s common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the consummation of the Exchange Agreement. | ||
| As of December 31, 2022, Medigus beneficially owned 27.02% of the Company’s outstanding common stock. | ||
| The Company, through ScoutCam, is engaged in the development, production and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of the Company’s products utilize our micro visualization technology in medical devices for complex and minimally invasive medical procedures. Company’s technology includes proven video technologies and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. The Company’s video-based sensors, embedded software and AI algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. The Company’s solution allows maintenance and operations teams visibility into areas which are inaccessible under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring’ and has various applications which have relevancy in wide range of industry segments, that utilize complicated mechanics requiring ongoing monitoring and predictive maintenance applications. |
| F-24 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continued):
| b. | On
August 9, 2021, the Company amended its Articles of Incorporation to effect a | |
| As a result of the reverse stock split, every nine shares of the Company’s outstanding Common Stock were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The amount of authorized capital of the Company’s Common Stock and par value of such shares remained unchanged. | ||
| All share, stock option and per share information in these consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis. | ||
. |
c. | Since incorporation of ScoutCam and through December 31, 2022, the Company accumulated a deficit of approximately $million and its activities have been funded mainly by its shareholders. The Company’s management believes the Company’ cash and cash resources as of December 31, 2022 as well as its proceeds from issuance of common stock and warrants in the private offering as detailed in Note 14, will allow the Company to fund its operating plan through at least the next 12 months. However, the Company expects to continue to incur significant research and development and other costs related to its ongoing operations and in order to continue its future operations, the Company will need to obtain additional funding until becoming profitable. |
| F-25 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:
| a. | Basis of preparation: |
The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) applied on a consistent basis.
| b. | Use of estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its assumptions on an ongoing basis, including those related to contingencies and inventory impairment, as well as estimates used in applying its revenue recognition policy. Actual results may differ from these estimates.
| c. | Functional currency |
A majority of ScoutCam’s revenues are generated in U.S. dollars. The substantial majority of ScoutCam costs are incurred in U.S. dollars and New Israeli Shekels (“NIS”). ScoutCam management believes that the U.S. dollar is the currency of the primary economic environment in which ScoutCam operates. Thus, the functional currency of ScoutCam is the U.S. dollar.
Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as appropriate.
| d. | Cash and Cash Equivalents |
The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
| e. | Short-term bank deposits |
Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank deposits are stated at cost which approximates fair market value.
| F-26 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
| f. | Accounts receivable |
Accounts receivable are presented in the Company’s consolidated balance sheets net of allowance for doubtful accounts. The Company estimates the collectability of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly.
When revenue recognition criteria are not met for a sale transaction that has been billed, the Company does not recognize deferred revenues or the related account receivable.
As
of December 31, 2022 and 2021,
| g. | Property and equipment |
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives.
The annual depreciation rates are as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES
| % | ||||
| Machinery and laboratory equipment | % | |||
| Office furniture and equipment | % | |||
| Computers and computer software | % | |||
| Leasehold improvements | ||||
| h. | Severance pay |
Israeli
labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other
circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 (“Section 14”), all of the ScoutCam’s
employees in Israel are entitled to a monthly contribution, at a rate of
The asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic application of Section 14.
The severance pay liability of ScoutCam to its employees that began employment prior to automatic application of Section 14 is based upon the number of years of service and the latest monthly salary of such employees and is partly covered by regular deposits with recognized pension funds and deposits with severance pay funds. Under labor laws, these deposits are in the employees’ names and, subject to certain limitations, are the property of the employees. ScoutCam records the obligation as if it were payable at each balance sheet date on an undiscounted basis.
| F-27 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
| i. | Stock-Based Compensation |
The Company measures and recognizes compensation expense for its equity classified stock-based awards granted under its plan based on estimated fair values on the grant dates. The Company calculates the estimated fair value of option awards on the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. The Company’s expected dividend rate is zero since the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future. Each of the above factors requires the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages or time periods, the estimated fair value of option awards could be materially different. The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee’s requisite service period, net of estimated forfeitures.
| j. | Inventories |
Inventories include raw materials, inventory in process and finished products and are valued at the lower of cost or net realizable value.
Inventories are stated at a lower of cost, determined by the first-in, first-out method, or market based on net realizable value. Costs of purchased raw materials and inventory in process include costs of design, raw materials, direct labor, other direct costs and fixed production overheads.
The inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments and market conditions.
| k. | Revenue recognition |
| a) | Revenue measurement |
The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled to receive in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenues are presented net of VAT.
| b) | Revenue recognition |
The Company recognizes revenue when a customer obtains control over promised goods or services. For each performance obligation, the Company determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at a point in time.
Performance obligations are satisfied over time if one of the following criteria is met:
| F-28 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
(a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance; (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company’s performance does not create an asset with an alternative use for the Company and the Company has an enforceable right to payment for performance completed to date.
If a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time.
The transaction price is allocated to each distinct performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on the Company’s best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The Company reassesses the SSP on a periodic basis or when facts and circumstances change.
Product Revenue
Revenues from product sales are recognized at a point in time when the customer obtains control of the Company’s product, typically upon shipment to the customer. Indirect taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.
Service Revenue
The Company also generates revenues from development services. Revenue from development services is recognized over the period of the applicable service contract. To the extent development services are not distinct from the performance obligation relating to the subsequent mass production phase of the prototype under development, revenue from these services is deferred until commencement of the production phase of the project and are then recognized over the expected term production.
| F-29 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
| l. | Cost of revenues |
Cost of revenue consists of products purchased from sub-contractors, raw materials for in-house assembly line, shipping and handling costs to customers, salary, employee-related expenses, depreciation and overhead expenses.
Cost of revenues are expensed commensurate with the recognition of the respective revenues. Costs deferred in respect of deferral of revenues are recorded as contract fulfilment assets on the Company’s balance sheet and are written down to the extent the contract is expected to incur losses.
| m. | Research and development costs |
Research and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material, and third-party contractors’ charges.
| n. | Income taxes |
Income taxes are accounted for using the asset and liability approach under ASC-740, “Income Taxes”. The asset and liability approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.
The measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.
Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits are recognized in tax expense. The Company and ScoutCam provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
| o. | Legal contingencies |
From time to time, the Company and its subsidiary become involved in legal proceedings or are subject to claims arising in their ordinary course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues for contingencies when the loss is probable and can reasonably estimate the amount of any such loss.
| F-30 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued):
| p. | Basic and diluted net loss per common stock: |
Basic net loss per common stock is computed by dividing net loss, as adjusted, to include the weighted average number of shares of common stock outstanding during the year.
Diluted net loss per common stock is computed by dividing net loss, as adjusted, by the weighted average number of shares of common stock outstanding during the year, plus the number of shares of common stock that would have been outstanding if all potentially dilutive shares of common stock had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”.
All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and December 31, 2021, since all such securities have an anti-dilutive effect.
| q. | Leases |
In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present at inception of an arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Arrangements that are determined to be leases at inception are recognized in long-term right-of-use assets (“ROU”) assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term.
The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less.
| F-31 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - SHORT-TERM DEPOSITS
Short
term investments as of December 31, 2022 include bank deposit bearing annual interest rates of
NOTE 4 - INVENTORY:
SCHEDULE OF INVENTORY
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Raw materials and supplies | ||||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Inventory Net | ||||||||
During
the years 2022 and 2021,
NOTE 5 - PROPERTY AND EQUIPMENT, NET:
Property, plant and equipment, net consisted of the following:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Cost: | ||||||||
| Machinery and laboratory equipment | ||||||||
| Leasehold improvements, office furniture and equipment | ||||||||
| Computers and computer software | ||||||||
| Total property and equipment, gross | ||||||||
| Less: accumulated deprecation | ( | ) | ( | ) | ||||
| Total property and equipment, net | ||||||||
Depreciation
expenses were $
| F-32 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – OTHER ACCRUED EXPENSES:
SCHEDULE OF OTHER ACCRUED EXPENSES
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Internal Revenue Services | ||||||||
| Accrued expenses | ||||||||
| Total other accrued expenses | ||||||||
NOTE 7 - INCOME TAXES:
| a. | Basis of taxation |
| 1. | Tax rates applicable to the income of the Israeli subsidiary: |
ScoutCam is taxed according to Israeli tax laws.
The Israeli corporate tax rate from the year 2018 and
onwards is
| 2. | Tax rates applicable to the income of the U.S. company: |
| The Company is taxed according to U.S. tax laws. | ||
| The U.S. corporate tax rate from the year 2018 and onwards
is |
| b. | Deferred income taxes: | |
| Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: |
SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Operating loss carryforward | ||||||||
| Net deferred tax asset before valuation allowance | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax | ||||||||
| As
of December 31, 2022, the Company has provided a full valuation allowance of $ | ||
| c. | Available carryforward tax losses: | |
| As of December 31, 2022, the Company has an accumulated tax loss carryforward of approximately $ | ||
|
|
In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. Such limitations may result in the expiration of net operating losses before utilization. |
| d. | The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
| e. | As
of December 31, 2021, ScoutCam owed NIS | |
| On November 18, 2021, ScoutCam filed an appeal to the Israeli Tax Authority on the finding of the VAT audit. | ||
| Due
to the uncertainty regarding the outcome of the appeal, the financial statements as of December 31, 2021 included a provision
related to the additional taxes of $ | ||
| In
July 2022, ScoutCam reached an agreement with the Israeli Tax Authority, according to which the amount due in additional taxes was
reduced to NIS |
| F-33 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – RELATED PARTIES:
SCHEDULE OF BALANCES WITH RELATED PARTIES
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Directors (directors’ accrued compensation) | ||||||||
| Smartec R&D Ltd. (see note 8c) | ||||||||
| Medigus | ||||||||
| b. | On May 18, 2020, the Company allocated in a private issuance to M. Arkin (1999) Ltd. (“Arkin”) a total of units (as described in note 9c) at a purchase price of $ per unit (“Arkin Transaction”). | |
| In connection with the Arkin Transaction, the Company, Medigus and Arkin entered into a voting agreement, pursuant to which Arkin and Medigus each agreed to vote their respective shares of common stock in favor of the election of the opposite party’s designated representative(s), as applicable, to the Board (“Voting Agreement”). Each of Arkin’s and Medigus’ rights under the Voting Agreement are contingent upon, inter alia, such party maintaining a certain beneficial ownership threshold in the Company’ as follows: | ||
| (a) One person designated by Arkin is to be elected, for as long as Arkin, continues to beneficially own at least eight percent of the issued and outstanding capital stock of the Company. | ||
| (b) Three persons designated by Medigus are to be elected, for as long as Medigus, continues to beneficially own at least thirty five percent of the issued and outstanding capital stock of the Company. | ||
| (c) Two persons designated by Medigus are to be elected for as long as Medigus, continues to beneficially own less than thirty five percent and more than twenty percent of the issued and outstanding capital stock of the Company. | ||
(d) One person designated by Medigus is to be elected for as long as Medigus, continues to beneficially own less than twenty percent and more than eight percent of the issued and outstanding capital stock of the Company. | ||
| c. | During 2021 and 2022 the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. | |
| Total
compensation for the fiscal years ended December 31, 2021 and December 31, 2022 was $ | ||
| d. | During 2021 the Company received financial consultant services from Anona De Finance Ltd., a company owned by one of the Company’s directors. | |
| Total
expenses for the fiscal years ended December 31, 2021 was approximately $ |
| F-34 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - EQUITY:
Increase of the authorized share capital
On January 20, 2021, the Company’s Board of Directors approved an increase of the authorized share capital of the Company by an additional shares of common stock par value $ per share, such that the authorized share capital of the Company following such increase shall be consisting of shares of common stock.
| a. | Private placement: |
| 1. | In
December 2019, the Company allocated in a private placement, a total of units at a purchase price of $ per unit. |
Each
Warrant A was exercisable into
In
addition, Shrem Zilberman Group Ltd. (the “Consultant”) will be entitled to receive the amount representing
During
2020,
The
Consultant received $
During
the second quarter of 2021,
The
Consultant received $
| 2. | On March 3, 2020, the Company issued in a private placement a total of units at a purchase price of $ per unit. |
Each
Warrant A was exercisable into
Each
Warrant B is exercisable into
The
gross proceeds from the issuance of all securities offered amounted to approximately $
| F-35 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – EQUITY (continued):
During
2021,
| 3. | On May 18, 2020, the Company allocated in a private placement to Arkin a total of units at a purchase price of $ per unit. |
Each
Warrant A was exercisable into
Each
Warrant B is exercisable into
The
gross proceeds from the issuance of all securities offered amounted to approximately $
During
February 2021,
During
November 2021,
| 4. | On
June 23, 2020, (the “Conversion Date”), the Company entered into a side letter
agreement with Medigus whereby the parties agreed to convert, at a conversion price of $
per share, an outstanding line of credit previously extended by Medigus to ScoutCam, which
as of the Conversion Date had $
Each
Warrant A is exercisable into
Each
Warrant B is exercisable into
During
June 2021,
On
December 23, 2021, |
| 5. | On
March 29, 2021, the Company issued to certain investors, including Arkin, a major stockholder of the Company, of which Mori Arkin,
a director of the company, is the owner, units in exchange for an aggregate purchase price of $ |
| F-36 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – EQUITY (continued):
As of December 31, 2022, the Company had the following outstanding warrants to purchase common stock:
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK
| Warrant | Issuance Date | Expiration Date | Exercise
Price Per Share ($) | Number
of Shares of common stock Underlying Warrants | ||||||||
| March 2021 Warrant | ||||||||||||
| b. | Stock-based compensation to employees, directors and service providers: |
In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”).
The Plan initially included a pool of shares of common stock for grant to Company employees, consultants, directors and other service providers. On March 15, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional shares of common stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional shares of common stock. During the second quarter of 2021, the Company’s Board of Directors approved an increase to the Company’s option pool pursuant to the Plan by an additional shares of common stock.
The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance.
During 2021, the Company granted options pursuant to the Plan.
During 2022, the Company granted options pursuant to the Plan.
Options granted generally have a contractual term of and vest over a period of to .
| F-37 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – EQUITY (continued):
Stock Option Activity
SCHEDULE OF STOCK OPTION ACTIVITY
| Amount of options | Weighted average exercise price | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| $ | $ in thousands | |||||||||||||||
| Outstanding - December 31, 2020 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Outstanding - December 31, 2021 | ||||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Outstanding - December 31, 2022 | ||||||||||||||||
| Options Exercisable - December 31, 2022 | ||||||||||||||||
As of December 31, 2022, the aggregate intrinsic value of options granted is calculated as the difference between the exercise price and the closing price on the same date.
The Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. The weighted-average grant date fair value per option granted during the year ended December 31, 2022 was $. The fair value of each award is estimated using Black-Scholes option-pricing model based on the following assumptions:
Year ended December 31, 2022 | Year ended December 31, 2021 | |||||||
| Underlying value of shares ($) | - | - | ||||||
| Exercise price ($) | - | |||||||
| Expected volatility (%) | - | |||||||
| Term of the options (years) | ||||||||
| Risk-free interest rate (%) | %- | - | ||||||
Volatility is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The Company has not paid dividends and does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating the fair value of the Company’s stock-based compensation. The weighted average expected life of options was estimated individually in respect of each grant.
The unrecognized compensation expense calculated under the fair-value method for stock options expected to vest as of December 31, 2022 is approximately $ million and is expected to be recognized over a weighted-average period of years.
During 2022 and 2021 the Company’s Board of Directors authorized the grant of options to purchase shares of common stock of the Company and shares of common stock of the Company, respectively, to Prof. Goldwasser, the Chairman of the Board. Total expenses recorded regarding this grant, for the year ended December 31, 2022, and December 31, 2021, are $ thousand and $ thousand, respectively.
During 2021 the Company’s Board of Directors authorized the grant of options to purchase shares of common stock of the Company to directors of the Company. Total expenses recorded regarding this grant, for the year ended December 31, 2022, and December 31, 2021, are $ thousand and $ thousand, respectively.
During 2022 and 2021 the Company’s Board of Directors authorized the grant of options to purchase shares of common stock of the Company and shares of common stock of the Company, respectively, to certain officers of the Company. Total expenses recorded regarding this grant, for the year ended December 31, 2022, and December 31, 2021, are $523 thousand and $871 thousand, respectively.
Compensation expense recorded by the Company in respect of its stock-based employees, directors and service providers compensation awards in accordance with ASC 718-10 for the year ended December 31, 2022 and 2021 amounted to $ thousands and $ thousands, respectively.
| F-38 |
| c. | Restricted stock unit (“RSU”) to employees and service providers: |
During the year ended December 31, 2022, the Company granted RSUs pursuant to the Plan.
Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock.
The cost of the benefit embodied in the RSU granted during 2022, based on their fair value as at the grant date, is estimated to be approximately $ thousand. These amounts will be recognized in the statements of operations over the vesting period.
SCHEDULE OF STOCK OPTION ACTIVITY
| Amount of RSU | Weighted Average Grant Date Fair Value per Share | Weighted Average Remaining Contractual Term (years) | ||||||||||
| $ | ||||||||||||
| Outstanding - December 31, 2021 | - | |||||||||||
| Granted | - | |||||||||||
| Forfeited | ( | ) | - | |||||||||
| Unvested and Outstanding - December 31, 2022 | ||||||||||||
The unrecognized compensation expense calculated under the fair-value method for RSU expected to vest as of December 31, 2022 is approximately $ thousand and is expected to be recognized over a weighted-average period of years.
During 2022 the Company’s Board of Directors authorized the grant of options to purchase shares of common stock of the Company to certain officers of the Company. Total expenses recorded regarding this grant, for the year ended December 31, 2022, are $ thousand.
| F-39 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – REVENUES AND ENTITY WIDE DISCLOSURES:
REVENUES
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. The Company manages its business based on one operating segment, as described in Note 1.
| a. | Disaggregation of revenue |
SCHEDULE OF DISAGGREGATION OF REVENUE
| Year
ended on December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Development Services (customer A) (*) | ||||||||
| Products | ||||||||
| (*) | ||
| In
addition, following the commencement of the production phase, the Company recognized product revenues of $ |
| b. | Revenues by geographical area (based on the location of customers) |
The following is a summary of revenues within geographic areas:
SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS
| 2022 | 2021 | |||||||
| Year
ended on December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| United States | ||||||||
| United Kingdom | ||||||||
| Israel | ||||||||
| Other | ||||||||
| Revenue | ||||||||
| c. | Major customers |
Set forth below is a breakdown of Company’s revenue by major customers (major customer –revenues from these customers constituted at least 10% of total revenues in a certain year):
SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE
| Year ended on | ||||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Customer A | ||||||||
| Customer B | ||||||||
| Customer C | ||||||||
| F-40 |
| d. | Contract fulfillment assets and Contract liabilities: |
SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Contract fulfillment assets: | ||||||||
| Contract liabilities | ||||||||
Contract liabilities include advance payments, which are primarily related to advanced billings for development services.
The change in contract fulfillment assets:
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Balance at beginning of year | ||||||||
| Additions during the year | ||||||||
| Contract costs recognized during the period | ( | ) | ||||||
| Balance at end of year | ||||||||
The change in contract liabilities:
| 2022 | 2021 | |||||||
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Balance at beginning of year | ||||||||
| Deferred revenue relating to new sales | ||||||||
| Revenue recognized during the year | ( | ) | ( | ) | ||||
| Balance at end of year | ||||||||
Remaining Performance Obligations
Remaining
Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue
and amounts that will be recognized as revenue in future periods. As of December 31, 2022, the total RPO amounted to $
| F-41 |
SCOUTCAM INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - LEASES
On
December 31, 2022, the Group’s ROU assets and lease liabilities for operating leases totaled $
On
December 31, 2021, the Group’s ROU assets and lease liabilities for operating leases totaled $
In addition, the Company leases vehicles under various operating lease agreements.
Operating
lease expenses were $
Supplemental cash flow information related to operating leases during the period presented was as follows:
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES
| 2022 | 2021 | |||||||
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | ||||||||
Lease term and discount rate related to operating leases as of the period presented were as follows:
SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES
| December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Weighted-average remaining lease term (in years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
| F-42 |
The maturities of lease liabilities under operating leases as of December 31, 2022 are as follows:
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES
| USD in thousands | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Total undiscounted lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Total lease liabilities | ||||
NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES:
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES
| 2022 | 2021 | |||||||
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Salaries and related expense | ||||||||
| Stock-based compensation | ||||||||
| Materials and subcontractors | ||||||||
| Depreciation | ||||||||
| Travel expenses | ||||||||
| Vehicle expenses | ||||||||
| Rent and maintenance and other expenses | ||||||||
| Research and Development expenses | ||||||||
NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES:
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
| 2022 | 2021 | |||||||
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| USD in thousands | ||||||||
| Salaries and related expense | ||||||||
| Stock-based compensation | ||||||||
| Professional services | ||||||||
| Patents | ||||||||
| Depreciation | ||||||||
| Insurance | ||||||||
| Vehicle expenses | ||||||||
| Rent and maintenance and other expenses | ||||||||
| VAT provision (note 7e) | ( | ) | ||||||
| General and Administrative expenses | ||||||||
NOTE 14 - SUBSEQUENT EVENTS:
On
March 16, 2023, the Company consummated Stock Purchase Agreements for a private placement with (i) Moshe Arkin through his
individual retirement account and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in
connection with the sale and issuance of an aggregate amount of
units (collectively, the “Units”), at a purchase price of $
per Unit, and for an aggregate purchase price of $
| F-43 |
Exhibit 10.14
Employment Agreement
Of May 21, 2023
Between: ScoutCam Ltd., Company No. 515950400
Of 7A Gan Hata’asiya St., Omer, Israel
And: Ido Molad, identity no. * * *
Address: * * * (the “Manager”)
Employment and Compensation
| 1. | The Parties wish to enter into an employment agreement for an unfixed period, in accordance with the conditions and provisions of this Employment Agreement. The date of commencement of the Manager’s employment, his job, his direct supervisor and other issues relating to the conditions of the Manager’s employment, including consideration, are set out in Appendix A, which is attached hereto. |
| 2. | In the performance of his job, the Manager shall devote all of his time, attention, ability and effort exclusively for the performance of his duties at the Company and he undertakes not to engage, either as an employee or otherwise, in any business, commercial or professional activities, either for consideration or otherwise, during the term of his employment, without receiving the Company’s prior written consent to such. The provisions of this section shall not derogate from the Manager’s undertakings as set out in Appendix B which is attached hereto. |
| 3. | Each party shall be entitled to rescind this Agreement at any time, by giving prior notice as set out in Appendix A below, and subject to any law. |
| 4. | Notwithstanding the provisions of section 3 above, and without derogating from its rights under this Agreement or under any law, the Company shall be entitled to terminate the employment of the Manager without prior notice, upon the occurrence of one of the following cases: (a) breach of the Manager’s fiduciary duty, intentional damage to the Company’s property, dealing in competing activity or any breach of Appendix B below; or (b) a fundamental breach of the provisions of this Agreement on condition that the Manager has not remedied the breach (to the extent that it can be remedied) within 7 days of receipt of a warning from the Company; or (c) indictment of the Manager for a criminal offense (except for a fine-related offense) or for involvement in sexual harassment incidentally to the Manager’s employment at the Company; or (d) the Manager has put himself in a position of conflict of interests; or (e) any other circumstance in respect of which it is legally permissible to fire an employee without the giving of prior notice. |
| 5. | The Manager shall not have a right of lien over the assets, equipment or any other of the Company’s property that might be in his possession. The Manager shall return all of the Company’s property that is in his possession not later than the date of termination of employer-employee relations, prior to his taking any unpaid leave or within 7 days of receipt of a demand to do so from the Company. |
| 6. | The provisions of this Agreement shall not derogate from any right afforded to the Manager under any law, extension order, collective agreement, employment contract or any other contract relating to the conditions of his employment. |
Managerial Job / Position of Trust
| 7. | It is agreed that this Agreement is a personal agreement and that the Manager shall be employed in a managerial job which requires a special level of personal trust, as such terms are defined in the Hours of Work and Rest Law, 5711-1951 (the “Hours of Work and Rest Law”). Therefore, the Hours of Work and Rest Law shall not apply to the Manager’s employment. The Manager declares that he is aware that he might be required to work more than usual working hours, including late in the evening or on Saturdays or Festivals, and that he shall not be entitled to any additional consideration for working such hours. The Manager declares that the economic significance of this provision was taken into account by the Parties for the purpose determining the consideration that is set out in Appendix A, and in his decision to enter into this Agreement. |
Confidentiality, Prohibition of Competition and Title to Inventions
| 8. | Together with the execution of this Agreement, the Manager shall sign an undertaking to the Company regarding confidentiality, prohibition of unfair competition, and title to inventions, which is attached hereto as Appendix B. |
Representations and Undertakings of the Manager
The Manager declares and undertakes as follows:
| 9. | He has the ability, skills and knowledge that are necessary for the performance of his Job pursuant to this Agreement and he does not suffer from any physical or mental health deficiency that might unreasonably prevent or impede him in the performance of his job and his other obligations under this Agreement. |
| 10. | He is not bound by any undertaking or other agreement whatsoever that might restrict or prevent him from entering into this Agreement and performing his undertakings hereunder. By executing this Agreement and performing his job, he is not and will not be in breach of, or in a conflict of interests with: (1) the rights of his previous employers or his undertakings to them; or (2) his undertakings under any other document to which he is a party or which binds him. |
| 11. | He shall give notice to the Company, immediately, of any matter or subject in respect of which he or his close family might have a personal interest or that might generate a conflict of interests with his job and employment at the Company. |
| 2 |
| 12. | He shall not receive any beneficial interest from any third party, directly or indirectly, with respect to his employment. Should the Manager breach this undertaking, then without derogating from the rest of the Company’s rights, the beneficial interest or the value thereof shall be the property of the Company alone, and the Manager hereby grants the Company leave to deduct the value of the beneficial interest from any sum that may be owing to the Manager from it. This section shall not apply to gifts or benefits of a marginal value. |
| 13. | In the context of his employment, he shall not act in contravention of the signature rights that are prescribed by the Company. |
| 14. | He agrees and confirms that from time to time, he might be required to travel and stay overseas in the framework of his job. |
| 15. | For the purpose of performance of his job, the Company may provide the Manager with a computer, hardware, software, an email address and/or mobile telephone as the case may be (“Computers”) which shall be the exclusive property of the Company. Subject to the Company’s procedures in this regard, and without derogating from his undertakings and the performance of his job pursuant to this Agreement, the Manager shall be entitled to make reasonable, private use of the Computers provided that the Manager shall not be entitled to store private files on the Computers (except for private folders that are prominently marked as such) and shall not be entitled to store Company files on private storage measures. It is clarified that the professional email address shall be used for professional purposes only, whilst the Manager shall be entitled, for private purposes, to use external email services (such as gmail). |
| 16. | The Manager is aware and agrees that: (1) the Company may allow other employees and third parties to make use of the Computers; (2) in order to preserving its legitimate interests, the Company may monitor the activities on the Computers, including the usage log and the contents of email and internet correspondence, which shall be admissible as evidence in legal proceedings; (3) in light of the Manager’s undertakings above, the Manager shall not have a right to privacy with respect to the contents of the Computers, with the exception of private folder that have been prominently marked as such. |
| 17. | The Manager is aware and agrees that the information about him and about the conditions of his employment which may be accrued and documented by the Company (the “Information”) may be provided to third parties, including outside of Israel, on condition that: (a) such transfer is effected for the purpose of the performance of some relevant legal provision or for the purpose of the Company’s business (including any transactions related thereto); (b) no information shall be provided beyond what is necessary and reasonable; (c) the party to which the information is provided shall undertake to the Company, to the extent that such is possible and relevant, that it shall maintain the privacy of the information at a level of protection that is at least that which is employed by the Company with respect to the information. |
| 3 |
| 18. | In the event of rescission of this Agreement, for any reason whatsoever, the Manager shall cooperate with the Company and shall make best endeavors to assist in the orderly transition of his job at the Company, and in the orderly overlap between him and the person or persons due to replace him in his job. |
General Provisions
| 19. | This Agreement and the Appendixes hereto constitute the full agreement between the Parties and prevail over any prior agreement, offer, understanding, correspondence, content, conversation or arrangement, whether in writing or oral, if any, between the Parties, with respect to the conditions of the Manager’s employment. Any matter not expressly regulated in this Agreement shall be in accordance with the law. Any amendment and/or addition to this Agreement shall bind the Parties to this Agreement and shall only be in force if it is in writing and signed by the Parties. |
| 20. | Israeli law shall apply to this Agreement. The competent courts / tribunals in the city of Tel Aviv Yafo shall have exclusive jurisdiction with respect to any matter stemming from this Agreement or with respect to this Agreement. |
| 21. | All notices must be sent by one party to the other by registered mail, by email or by hand delivery to the address at the top of this Agreement or to such other address as a Party may notify. Any notice shall be deemed to have been received by the recipient: if sent by registered mail – 4 business days after dispatch; if sent by email – one business day after dispatch provided that an automatic confirmation is obtained from the server that the notice reached its destination; if delivered by hand – upon delivery provided that a “certificate of delivery” is received. |
The Manager declares that: (1) he has read carefully and has understood all of the provisions of the Agreement and the Appendixes hereto; (2) he has been given a reasonable opportunity to consult with third parties, including with an advocate; (3) he has signed this Agreement with full volition and consent.
In witness whereof, the Parties have hereunto set their hands:
| The Manager: | /s/ Ido Molad | The Company: | /s/ Yehu Ofer | |
| /s/ Tanya Yosef |
| 4 |
Appendix A – Conditions of Employment
| 1. | Date of Commencement, Job and Supervisor – The Manager’s employment shall commence on June 4,2023, full time, in the position of VP R&D or such other similar position, whatever its title may be. The Manager shall report directly to the CEO. |
| 2. | Prior Notice – two months in advance. Notice shall be given in writing however, even if notice is not given in writing as aforesaid, the Manager shall be deemed to have resigned if he gives clear notice in such regard. |
| 3. | Salary – A gross monthly salary of NIS 56,000 (the “Salary”). Any payment or bonus that are granted to the Manager pursuant to this Appendix, apart from the Salary, shall not be deemed to be a salary for any purpose whatsoever, and the Manager shall not be able to argue otherwise. The Salary shall be paid on the lawful date. |
| 4. | Pension Arrangements – The Company shall insure the Manager under a pension arrangement of his choice (insurance fund, pension fund or a combination of the two), in accordance with the rates and conditions that are set out below: |
| 4.1. | Insurance fund (“executive insurance”) – in accordance with the following components: |
| 4.1.1. | Insurance for loss of capacity to work – the Company shall, at its own expense and from an insurer of its choice, purchase coverage in the event of loss of capacity to work with the usual and acceptable conditions, at the rate that is necessary for the insurance of 75% of the Salary. The Company’s payment for insurance for loss of capacity to work shall not, in any event, be greater than 2.5% of the Salary. | |
| 4.1.2. | The Company’s provisions for severance pay - 81/3% of the Salary. | |
| 4.1.3. | The Company’s provisions for compensation – the difference between 6.5% of the Salary and the Company’s payment for insurance for loss of capacity to work, provided that in any event, the Company’s provisions for compensation shall not be less than 5% of the Salary. | |
| 4.1.4. | The Manager’s provisions for compensation – 6% of the Salary. |
| 4.2. | Pension fund – in accordance with the following components: The Company’s provisions for severance pay – 8.33% of the Salary; the Company’s provisions for compensation - 6.5% of the Salary; the Manager’s provisions for compensation - 6% of the Salary. |
| 5 |
| 5. | Release of Pension Funds – The Parties adopt the provisions of the General Authorization regarding Employer Payments into Pension Funds and Insurance Funds in lieu of Severance Pay, which was issued pursuant to the Severance Pay Law, 5723-1963, as is in force from time to time, a copy of which is attached to this Agreement as Appendix C. The Company hereby waives its right to a refund of the monies that it paid to the Pension Fund and/or to an executive insurance policy unless the Manager’s right to severance pay is repudiated in a judgment pursuant to sections 16 and 17 of the Severance Pay Law, 5723-1963 (in accordance with the provisions thereof), or if the Manager withdraws monies from the pension fund and/or executive insurance policy, other than due to an “entitling event”. For this purpose, an “entitling event”: death, disability or retirement at age sixty or above. The Manager declares, confirms and undertakes that the Company’s provisions for the executive insurance policy or pension fund shall stand in place of all of the severance pay owing to him if any, pursuant to section 14 of the Severance Pay Law, 5723-1963, and in accordance with the General Authorization referred to above. |
| 6. | Study Fund – The Company and the Manager shall maintain a study fund for the Manager to which the Company shall contribute, on a monthly basis, an amount equal to 7.5% of the Salary to Study Fund ((as defined below) (the “Company Portion”) and the Manager shall contribute on a monthly basis an amount equal to 2.5% of the Salary to Study Fund (the “Manager Portion”). Provided that the contributions according to this section will made for an amount of NIS 42,000 (the “Salary to Study Fund”). . The Manager hereby instructs the Company to transfer the Manager Portion to the selected Study Fund. In the event that the Company Portion and Employee Portion exceed the maximum tax-exempt ceiling for Study Fund contributions, the exceeding amounts shall be recognized as ordinary income for tax purposes, on the date of their contribution to the selected Study Fund. |
| 7. | Vacation – The Manager shall be entitled to leave of 23 days of work for each period of twelve (12) months of employment (the “Annual Quota”) but in any event, not less than that which is set out in the Annual Leave Law, 5711-1951, as such may be from time to time (the “Annual Leave Law”). The Company encourages its employees to take leave and to use up the entire Annual Quota of leave days. However, the Manager shall be entitled to accrue vacation days in a quantity of not more than twice the Annual Quota (the “Accrual Quota”). Vacation days beyond the Accrual Quota shall be deleted without the Manager being given compensation for such. The dates for taking vacations shall be prescribed by the Company at its discretion, in accordance with its possibilities and needs, and where possible, taking into account the Manager’s wishes. The Company shall be entitled to decide on a uniform annual leave period for all or some of its employees, with respect to some or all of their annual leave quota, as it may see fit. |
| 6 |
| 8. | Sick Pay– The Manager shall be entitled to the payment of sick pay in accordance with the provisions of the Sick Pay Law, 5736-1976. Notwithstanding the aforesaid, Manager will be entitled to full Salary from the first day of sick leave. Manager shall not be entitled to any compensation with respect to unused sick leave. In the event that the Manager is absent from work due to illness, the Manager shall inform the Company of the illness on the first day of such absence, unless the Manager is unable to give such notice due to his medical condition, in which case the notice shall be given as soon as possible. Such notice shall refer, inter alia, to the estimated period in which the Manager is unable to work. Statutory sick leave shall be accrued on top of this quota. |
| 9. | Convalescence Pay – The Manager shall be entitled to payment of convalescence pay in accordance with the Extension Order regarding Payment of Convalescence Pay. |
| 10. | Travel Pay - The Manager shall be entitled to a payment of travel pay in a gross monthly sum of NIS 6,500. |
| 11. | Signing Bonus - The Manager shall receive a signing bonus in the framework of his first pay slip to be provided following the Commencement Date, in the aggregate (gross) amount of NIS 75,000 (the “Signing Bonus”). The Manager shall be required to repay the Signing Bonus in full in the event of termination of employment of the Manager by the manager resignation, prior to the first year anniversary of the Commencement Date. |
| 12. | Options and RSU - Following the execution of this Employment Agreement, and conditional upon the continuance of Manager engagement with the Company, the Company will recommend to the Board of Directors of the ScoutCam Inc. the Company’s parent company (“Parent”) to grant to Manager an aggregate of options to purchase a total of 30,000 common stock of the Parent (the “Options”) and 25,000 RSUs to common stock of the Parent (the “RSU”). The grant of the Options and RSUs as well as the terms and conditions applicable thereto shall be subject to the sole discretion of the board of directors of the Parent and shall be subject to the provisions of the applicable equity plan under which the Options and RSUs will be granted and the respective option agreement. The grant of any Options and RSUs shall be further conditional upon the receipt of all approvals required under any applicable law including any applicable tax laws, and the execution and delivery by Manager of an option agreement and all other instruments required by the board of directors of the Parent with respect to such Options and RSUs. For the avoidance of doubt, it is clarified that any taxes due with respect to the Options and RSUs and participation in the equity plan shall be borne solely by Manager and that the Company and the Parent shall be entitled to withhold tax in respect of such Options and RSUS as it deems required under applicable law. It is further clarified that nothing herein is intended to constitute a grant of, or entitle Manager to, the Options and RSUs or any other rights with respect to the share capital of the Parent, and the only obligation of the Company hereunder is to make the recommendation referred to above. |
| 7 |
| 13. | Bonus |
| 13.1 | Manager shall be entitled to an annual bonus pursuant to certain predetermined measurable objectives, which objectives shall be agreed between Manager and CEO and which shall be approved by the Board (the “Bonus” and “Objectives” respectively). The degree of achievement of such Objectives shall be determined by the Board in its sole discretion and shall be conclusively binding on the parties. | |
| 13.2 | The Bonus will be paid in cash and/or options/RSUs at the sole discretion of the company. | |
| 13.3 | To avoid any doubt, where your employment is terminated in circumstances set out in section 4.4 of the Employment Agreement, you will not be entitled to any Bonus not yet paid. | |
| 13.4 | Where any Bonus is paid to you hereunder, being a conditional payment, it shall not constitute a salary component for any purpose, including for the purpose of calculating any fringe benefits. |
| 14. | Business Expenses – The Company shall refund any payment to the Manager for necessary and acceptable business expenses incurred by the Manager, in accordance with the Company’s policy, as may be updated from time to time. |
| 15. | Taxes and Mandatory Payments – All of the taxes and benefits under this Agreement shall be gross sums. The Company shall deduct taxes and other mandatory payments as required by the law. |
| The Manager: | /s/ Ido Molad | The Company: | /s/ Yehu Ofer | |
| /s/ Tanya Yosef |
| 8 |
Appendix B – Deed of Undertaking
This Deed of Undertaking was executed on May 21,2023 by Ido Molad, identity card no. * * *, of * * * (hereinafter: the “Manager”).
Since the Manager wishes to enter into an employment agreement with ScoutCam Ltd. (the “Company”) and since the preservation of the Confidential Information (as defined below), the Company’s rights in Inventions (as defined below) and in all of the intellectual property rights auxiliary to such, are essential to the Company, the Manager is executing this Undertaking as a condition of his employment by the Company, and he undertakes to perform it verbatim.
In this Deed of Undertaking, all of the Manager’s undertakings to the Company shall be made to any parent companies, subsidiaries, sister companies and related companies to the Company, directly or indirectly, and the substitutes or transferees of such companies.
Confidential Information
| 1. | The Manager recognizes the fact that he has and that he will have access to information that is confidential in nature (whether marked as such or not), that is related to the Company, including with respect to its commercial secrets, professional knowledge, technology, products (including products under development), research and development, experiments, formulas and processes, inventions, business, assets, financial condition, contracts and undertakings, obligations, operations, marketing and sales promotion issues, plans (including business and financial plans), strategies, procedures, forecasts, customers, suppliers, business partners and third parties to whom the Company has undertaken to keep information confidential and information relating to its employees, consultants, office bearers, directors and shareholders (all hereinafter jointly: the “Confidential Information”). The Confidential Information might be in any form whatsoever, including in writing, oral or on a magnetic or electronic medium. Confidential Information shall not include information that has come into the public domain as a result of a breach of this Deed of Undertaking by the Manager or information which the Manager is required to disclose pursuant to the legal demand of a competent authority, on condition that: (a) the Manager gives notice to the Company of such demand, immediately; (b) the Manager cooperates with the Company, if necessary, in order to reduce the scope of the demand; (c) the Manager does not disclose it beyond his duty to disclose in accordance with the aforesaid demand. |
| 2. | During the term of his employment and at all times thereafter, without any limitation in time, the Manager shall strictly preserve the Confidential Information and shall ensure its confidentiality, and shall not disclose the Confidential Information to any person or entity and shall not use the Confidential Information other than for the Company’s benefit. The Manager recognizes and understands that his work at the Company and his access to the Confidential Information give rise to a relationship of trust with respect to such Confidential Information. |
| 9 |
| 3. | The Manager declares that he has been made aware that all of the rights in the Confidential Information are the exclusive property of the Company (or of the third party to which the Company has undertaken to keep the Information confidential). Without derogating from the generality of the aforesaid, the Manager agrees that all of the Confidential Information that was prepared, collected, processed, received, kept or was in his use with respect to his employment in the Company (the “Material”) shall be the exclusive property of the Company and shall be deemed to be Confidential Information. Everything relating to the Material, including originals, copies and summaries, shall be transferred by the Manager to the Company upon termination of the term of his employment or at any time prior to such at the Company’s demand, without the Manager keeping any copies of the above and without the Manager having a right of lien over them. The Manager shall not remove the Material from the Company, unless such is required by virtue of his job and for the purpose of his employment, and unless such is permitted in accordance with the Company’s procedures. If the Material is removed from the Company’s offices as set out above, the Director shall take all of the necessary measures in order to maintain absolute confidentiality of the Material and shall return such to its place immediately after such use. |
| 4. | Unless there is a lawful permit or approval for such, the Manager shall not use nor disclose Confidential Information or commercial secrets belonging to any third parties including to previous employers, towards which the Manager has a duty of confidentiality or non-use (including any academic institution or any related entity). |
Unfair Competition and Prohibited Solicitation
| 5. | The Manager undertakes that during the course of his employment at the Company, he shall not contract, set up, open or be in any way involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, adviser or in any other many, any business, occupation, employment or any other activity that is in competition with the Company’s business. |
The Manager undertakes that during the period of 12 months following termination of his employment at the Company for any reason whatsoever, he shall not contract, set up, open or be in any way involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, adviser or in any other many, any business, occupation, employment or any other activity that is in which might reasonably include or require use of the Confidential Information. The Manager hereby confirms that it is reasonable that any engagement, set-up, opening or involvement, directly or indirectly, whether as an employee, owner, partner, agent, shareholder, director, adviser or in any other capacity, of any business, profession, employment or any other activity that is in competition with the Company’s business, as such was during the term of the Manager’s employment, or with the Company’s business as planned during the term of his employment, might require the use of all or part of the Confidential Information.
The Manager agrees that in light of his position at the Company and his exposure to the Confidential Information, the provisions of this section 5 are reasonable and necessary for the purpose of lawfully protecting the Confidential Information, which constitutes a principal asset of the Company and he undertakes to perform such as a condition of his employment by the Company. The Manager declares that he has carefully read the provisions of this undertaking, that he understands the outcome of this undertaking and agrees to the provisions hereof, and that he has assessed the advantages and disadvantages involved in entry into this undertaking for himself.
| 10 |
The Manager hereby declares that he is aware that part of his Salary contains additional consideration that is being provided for the Manager’s undertaking under this non-competition stipulation. Without derogating from the aforesaid, the Manager declares that he has the financial capability to enter into this non-competition undertaking.
| 6. | The Manager undertakes that during the course of his employment at the Company and for a period of 12 months thereafter, he shall not solicit, persuade or try to persuade any employee of the Company to cease his employment at the Company or to reduce the scope of his employment at the Company, and that he shall not employ such an employee. Furthermore, the Manager shall not solicit, persuade, try to solicit or try to persuade, directly or indirectly, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate, reduce or alter their relationship with Company. All of the above shall apply both directly and indirectly. |
Title to Inventions
| 7. | The Manager shall give notice and shall transfer to the Company or to whomever is appointed for such on its behalf with all inventions, improvements, enhancements, formulas, processes, techniques, professional knowledge and technological information, whether able to be registered as a patent, as copyright or any similar law or not, which come into being, are invented, made, developed or raised as an idea or implemented, or which may be deduced by the Manager alone or jointly with others, which are associated with the Manager’s employment at the Company (all of the aforesaid shall hereinafter be defined as: “Inventions” or the “Invention”), immediately upon discovery, receipt, generation or invention thereof, as the case may be. However, should a doubt in respect to a potential new invention conceived by the Manager or a private matter involving the Manager, which may result in such an Invention or other new intellectual property which may be interpreted as associated with the Company’s business, the Manager shall provide adequate prior written notice to the CEO who, in its turn, shall take into consideration the Manager role, the Company’s prospects at the time and other relevant business matters before giving its final decision in respect to such new to the Manager an Invention or other new intellectual property. |
| 11 |
| 8. | The Manager agrees that any Inventions, as of the date of their invention or creation shall be the Inventions of the Company, shall be the exclusive property of the Company 0and its transferees, and the Company and its transferees shall be the exclusive owners of all of the property, rights and interests in the patents, copyright, commercial secrets and all of the other rights of any kind whatsoever, including moral rights with respect to the Inventions. The Manager hereby irrevocably and unconditionally assigns all of the rights set out below with respect to all of the Inventions to the Company: (1) all property, rights and interests in patents, patent applications and patent rights, extensions or expansions thereof; (2) rights related to a work, including copyright or applications for copyright, moral rights (as defined below) and proprietary rights in design; (3) rights related to the protection of commercial secrets and confidential information; (4) designs and the rights related thereto; (5) other proprietary rights related to intangible assets including trademarks, service marks and the implementation thereof, commercial names and packaging, and all of the goodwill related to them; (6) any property, rights and interests in any Invention; and (7) rights to sue for breach of any of the rights set out above and the right to revenues, royalties and other payments for the rights set out above. The Manager hereby waives all of the moral rights (as defined below) that it might have with respect to the Inventions, even after termination of his employment at the Company, and agrees never to sue with respect to such rights. “Moral rights” shall mean any right of an author to claim that his name be mentioned on his work, any right to object to any change in the work and any similar right that exists under any law in any country in the world, or under any treaty. |
| 9. | The Manager has attached hereto as Appendix B1, a list of all of the Inventions, enhancements, improvements, formulas, processes, techniques, professional knowledge and technological information, whether able to be registered as a patent, as copyright or under any similar law, or not, and whether in fact implemented or not, original works and commercial secrets created or conceived or belonging to the Manager (whether generated by the Manager alone or jointly with others), which: (1) were developed by the Manager prior to his contract with the Company (hereinafter jointly: the “Previous Inventions”); (2) are related to the existing or planned business, products or research and development of the Company; and (3) are not assigned in favor of the Company pursuant to this Agreement; or, if the aforesaid Appendix B1 is missing or not attached at all, the Manager hereby declares that no such Previous Inventions exist. |
| 10. | The Manager undertakes that during the term of his employment at the Company and thereafter, he shall take all of the actions reasonably necessary or required by the Company and he shall assist the Company, at its expense, in any way that it may request, in order to register, preserve, protect and enforce the Inventions in all countries around the world. These actions shall include, inter alia, the execution of documents and assistance in legal proceedings. The Manager hereby irrevocably authorizes and appoints the Company or a person appointed on its behalf as attorney for the Manager to act in his stead and in his place, to sign any document, to submit it and to do any other action on behalf of the Manager which may be permitted under any law in order to enable the registration, preservation, protection and enforcement of the Inventions in all countries around the world. |
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| 11. | The Manager shall not be entitled with respect to the above to any monetary or other consideration apart from that set out expressly in his Employment Agreement or beyond the provisions of any other special agreement or arrangement in this regard made in writing and signed by the Company. Without derogating from the generality of the aforesaid, the Manager irrevocably confirms that the consideration paid to the Manager under the express conditions of this Employment Agreement shall be in lieu of any right that the Manager might have been entitled to receive by law for payment for the Inventions and the Manager hereby waives any right to receive royalties or any other payment for the Inventions, including under section 134 of the Patents Law, 5727-1967. With respect to the above, no arrangement, contract or agreement made orally or in writing shall have any effect unless such is in writing and lawfully signed by the Company. |
General
| 12. | The Manager declares that in the performance of his undertakings under this Deed of Undertaking, and his function as an employee of the Company, he is not in breach of any undertaking regarding the assignment of inventions, non-competition, confidentiality or any similar undertaking towards, or right of, any previous employer (including any academic institution or any related entity). The Manager recognizes the fact that the Company has relied on this declaration in its decision to employ him at the Company. |
| 13. | The Manager agrees that the provisions of this undertaking which constitute an integral part of the conditions of his employment, are reasonable and necessary for the purpose of protecting the legitimate interests of the Company with respect to the subject of this undertaking. |
| 14. | The Manager recognizes that in the event of breach of any of the provisions of this Deed of Undertaking, the Company might suffer damages that cannot be remedied and therefore, in the event of a breach of this Deed of Undertaking, the Company shall be entitled to an injunction in order to enforce this Deed of Undertaking (without derogating from the other remedies to which the Company might be entitled in such a case, under any law). |
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| 15. | Should it be ruled by any competent judicial instance that any of the provisions of this Deed of Undertaking are not valid or enforceable, in any way whatsoever, such provision shall be enforced to the extent possible in accordance with the intention of the Company and the Manager. If such provision cannot be enforced in accordance with such intention, the provision shall be deemed to have been amended so that those parts of it which are held, as aforesaid, to be invalid or unenforceable, may be deleted therefrom, only in such country or region in which the decision that the provision is invalid or unenforceable as aforesaid has been handed down, in accordance with the local law. In addition, if it is held that a particular provision contained in this undertaking is too broad in terms of the time periods, geographical scope, actions or subject matter set out herein, it shall be interpreted such that the provision shall be limited and restricted with respect to such characteristic, so that the provision shall be enforceable to the greatest extent possible that is suitable to the applicable law as may be in force at such time. |
| 16. | The provisions of this undertaking shall remain in full force even after termination of the employment between the Company and the Manager, for any reason whatsoever. This undertaking shall not in any way derogate from the undertakings and liabilities of the Manager under any law. |
| 17. | The Manager hereby agrees that following termination of the employment between the Company and the Manager, the Company shall be entitled to give notice to the Manager’s new employer of the Manager’s rights and obligations pursuant to this Deed of Undertaking. |
| 18. | This Deed of Undertaking constitutes the full agreement between the Company and the Manager with respect to the subject of this Deed of Undertaking. Any addition, amendment or waiver of any undertaking pursuant to this Deed of Undertaking shall only be valid if in writing and signed by the Company as well. The Company’s waiver of the Manager’s undertaking shall constitute a one-time waiver and shall not constitute a precedent or serve for the drawing of inferences to similar, different or other cases. |
| 19. | This Deed of Undertaking and the rights and obligations hereunder shall be valid towards the substitutes, transferees and legal representatives of the Manager and the Company. The Company shall be entitled to assign all or part of its rights under this Deed of Undertaking. The Manager shall not convert, assign or otherwise transfer the duties imposed upon him under this Deed of Undertaking other than with the prior written consent of the Company. |
| The Manager: | /s/ Ido Molad | The Company: | /s/ Yehu Ofer | |
| /s/ Tanya Yosef |
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Appendix C
General Authorization (Consolidated Version) regarding Employer
Payments into Pension Funds and Insurance Funds in lieu of Severance Pay
Pursuant to the Severance Pay Law, 5723-1963
By virtue of my authority pursuant to section 14 of the Severance Pay Law, 5723-1963, (hereinafter: the “Law”), I authorize that payments made by the Employer as of the date of publication of this Certificate, for the Employee, into a comprehensive pension in an annuity fund which is not an insurance fund as defined in the Income Tax (Rules for Approval of and Management of Pension Funds) Regulations, 5724-1964 (hereinafter: a “Pension Fund”), or into an executive insurance policy which includes the ability to pay an annuity or a combination of payments into an annuity plan and a plan which is not an annuity plan, into such insurance fund (hereinafter: an “Insurance Fund”), including payments made by combining payments into a Pension Fund and an Insurance Fund, whether the Insurance Fund contains an annuity plan or not (hereinafter: “Employer Payments”) shall stand in lieu of the severance pay owing on the Salary out of which the aforesaid payments are made, and for the period paid (hereinafter: the “Severance Salary”), provided that all of the above exist:
| 1. | Employer’s payments – |
| (a) | Into a Pension Fund shall be no less than 141/3% of the Severance Salary or 12% of the Severance Salary if the Employer also makes payments for the Employee, in addition to the above, for supplementation of severance pay into a severance pay pension fund or an Insurance Fund in the Employee’s name in the rate of 21/3% of the Severance Salary. Where the Employer has not paid the aforesaid 21/3% in addition to the 12%, the Employer’s payments shall stand in lieu of 72% of the Employee’s severance pay only; |
| (b) | Into an Insurance Fund are no less than one of the following: |
| (1) | 131/3% of the Severance Salary, if the Employer pays for the Employee, in addition to the above, for monthly salary assurance in the event of loss of capacity to work, under a plan approved by the Commissioner for Capital Markets, Insurance and Savings at the Ministry of Finance, in the rate required to assure 75% of the Severance Salary at least, or in the rate 21/2% of the Severance Salary, whichever is the lesser (hereinafter: “Payment for Insurance of Loss of Capacity to Work”); |
| 15 |
| (2) | 11% of the Severance Salary, if the Employer also makes payment for insurance for loss of capacity to work, in which case the Employer’s payments shall be in lieu of 72% of the Employee’s severance pay, only; should the Employer make payments to supplement severance pay in addition to the above into a Pension Fund or Insurance Fund for severance pay in the Employee’s name, in the rate of 21/3% of the Severance Salary, the Employer’s payments shall be in lieu of 100% of the Employee’s severance pay. |
| 2. | No more than 3 months after the commencement of the Employer’s payments, a written agreement is entered into between the Employer and the Employee containing: |
| A. | The Employee’s consent to an arrangement under this Authorization in a form setting out the Employer’s payments to the Pension Fund or Insurance Fund, as the case may be; such agreement shall also contain the wording of this Authorization; |
| B. | A waiver by the Employer in advance of any right that it may have to restitution of the monies from its payments, unless the Employee’s right to severance pay is repudiated in a judgment under sections 16 and 17 of the Law, and to the extent so repudiated, or that the Employee has withdrawn monies from the Pension Fund or the Insurance Fund not due to an entitling event; in this regard, “entitling event” – death, disability or retirement at the age of 60 or more. |
| C. | This Authorization shall not derogate from an employee’s right to severance pay under the Law, under a collective agreement, extension order or employment contract, in respect of salary above the exempt salary. |
(Eliyahu Yishai)
| The Manager: | /s/ Ido Molad | The Company: | /s/ Yehu Ofer | |
| /s/ Tanya Yosef |
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Exhibit 10.22
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of June 1, 2023 (the “Effective Date”), by and among M. Arkin (1999) Ltd. (“Arkin”) and the additional purchasers listed in Exhibit A attached hereto (each of Arkin and such additional purchasers, a “Purchaser” and collectively the “Purchasers”) and Medigus Ltd. (“Medigus”) and the additional sellers listed in Exhibit A-1 attached hereto (each of Medigus and such additional sellers, a “Seller” and collectively the “Sellers”).
WHEREAS, each Seller owns shares of common stock of ScoutCam Inc., a Nevada corporation (the “Company”), par value US$0.001 per share (the “Common Stock”), in such number as set forth opposite such Sellers’s name on Exhibit A-1 hereto, in an aggregate amount of 2,022,964 shares of Common Stock (collectively, “Transferred Shares”), and each Seller desires to sell such shares of Common Stock to the Purchasers, in accordance with the allocation set forth in Exhibit A hereto, subject to the terms and conditions of this Agreement (the “Sale”).
Now, therefore, the parties hereby agree as follows.
1. SALE AND PURCHASE OF SHARES. On the Effective Date and subject to the terms and conditions of this Agreement, each Seller hereby sells to the Purchasers, and the Purchasers hereby purchase from such Seller, severally and not jointly, in accordance with the allocation set forth in Exhibit A hereto, such Seller’s portion of the Transferred Shares, as set forth opposite such Sellers’s name on Exhibit A-1 hereto, in consideration for the payment by the Purchasers to IBI Trust Management (the “Paying Agent”) for the benefit of the Sellers, in accordance with the Paying Agent Agreement (as defined below) of a purchase price of $3.00 per share, as set forth opposite such Sellers’s name on Exhibit A-1 hereto, and for an aggregate purchase price of $6,068,892 (the “Purchase Price”). The term “Transferred Shares” shall include all the Transferred Shares sold under this Agreement. Each Purchaser shall deposit its respective portion of the Purchase Price with the Paying Agent for the benefit of the Sellers according to the terms of that certain Paying Agent Agreement, by and among the Paying Agent, the Purchasers and the Sellers, of even date herewith (the “Paying Agent Agreement”), and such deposit shall be deemed deposited with the Sellers. By depositing the Purchase Price with the Paying Agent, such Purchaser shall have fulfilled its obligation to pay the Purchase Price in consideration for the Transferred Shares.
2. CLOSING.
2.1 Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place on the date hereof or such other time as agreed in writing by Arkin and Medigus, remotely via the exchange of documents and signatures, provided that the conditions set forth herein has been satisfied or waived (other than conditions and deliverables which, by their nature, are to be satisfied and/or delivered at the Closing). At the Closing, all transactions set forth in this Section 2 shall be deemed to have occurred simultaneously and no action shall be deemed effective until all actions have been completed or waived.
2.2 Deliveries by Sellers.
(a) Each Seller shall deliver to the Company and the Company’s transfer agent, on or prior to Closing, with respect to Transferred Shares registered with the Company’s transfer agent (i.e. Transferred Shares which are not held at a brokerage account), (i) any stock certificate(s) representing the Transferred Shares, if in such Seller’s possession, or otherwise authorizes the Company to remove any such stock certificate(s) from escrow for cancellation and reissuance, as applicable, (ii) a dully executed and completed Instruction Letter, in the form attached hereto as Exhibit B, and (iii) dully executed and completed Stock Power, in the form attached hereto as Exhibit B-1, transferring such Seller’s portion of the Transferred Shares to the applicable Purchaser.
(b) Each Seller shall deliver to the Purchasers, on or prior to Closing, a dully executed copy of the Paying Agent Agreement, by the Sellers.
(c) Each applicable Seller, with respect to Transferred Shares held at a brokerage account, as indicated in Exhibit A-1 attached hereto, shall cause the transfer of such Transferred Shares to the account of the applicable Purchaser, as set forth in Exhibit C, and shall deliver to such Purchaser, a transfer confirmation.
(d) In addition, Medigus shall deliver to Arkin on or prior to Closing, a dully executed letter providing for the resignation of Ronen Rosenblum from the Company’s board of directors, effective as of the Closing.
2.3 Deliveries by Purchasers. Each Purchaser shall deliver to Sellers on or prior to Closing, a dully executed copy of the Paying Agent Agreement, by such Purchaser. At the Closing, each Purchaser shall deliver such Purchaser’s portion of the Purchase Price, as set forth opposite such Purchaser’s name on Exhibit A hereto, by wire transfer of immediately available funds to the account designated in the Paying Agent Agreement.
2.4 Deliveries of Stock Certificate(s). Each Seller shall instruct the Company and the Company’s transfer agent: (a) cancel any stock certificates issued to Seller representing the Transferred Shares and (b) issue duly executed stock certificates evidencing the Transferred Shares in each Purchaser’s name for any Transferred Shares registered with the Company’s transfer agent.
2.5 Termination of Voting Agreement. Medigus and Arkin hereby confirm and agree that that certain Voting Agreement, dated as of May 18, 2020, by and between the Company, Medigus and the Purchaser, shall terminate effective as of the Closing and shall have no further force and effect.
2.6 Transfer Fees. The Sellers shall be responsible for, and shall pay, any fees payable to the Company’s transfer agent in connection with the Sale, unless such fees are paid in full by the Company.
2.7 Tax; Tax Withholding. Each Party shall be exclusively responsible for its own tax liability that may arise as a result of the transactions contemplated by this Agreement. Anything herein to the contrary notwithstanding, the Paying Agent shall be entitled to deduct and withhold from the Purchase Price otherwise payable to each Seller under the terms of this Agreement, such amounts as the Purchaser is required to deduct and withhold with respect to the making of such payment under applicable tax law at a rate of thirty percent (30%), unless such Seller provides the Purchasers and the Paying Agent a valid tax certificate issued by the Israeli Tax Authority, stating that no withholding, or reduced withholding, of tax is required in connection with the payment of the Purchase Price from the Purchaser and the Paying Agent to such Seller pursuant to this Agreement or providing any other instructions regarding tax withholding, in a form and substance acceptable to the Purchasers and the Paying Agent, prior to the Effective Date, in which case the taxes shall not be withheld, or shall be withheld at the applicable reduced rate and the balance of the Purchase Price, not so withheld shall be paid to such Seller. For the avoidance of doubt, a valid tax certificate pursuant to the Israel Income Tax Regulations (Withholding from Payments for Services or Assets), 5737-1977 (“Services and Assets Certificate”), shall be deemed a valid tax certificate. Any taxes duly withheld, if any, will be deemed, for the purposes of this Agreement, as having been paid to the applicable Seller by the Purchasers and shall be transferred by the Paying Agent to the Israel Tax Authority.
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3. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser represents and warrants, solely with respect to such Purchaser, to the Sellers, as follows:
3.1 Authorization. Purchaser has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All action on Purchaser’s part required for the lawful execution and delivery of this Agreement has been taken. Upon the execution and delivery of this Agreement, the obligations of this Agreement will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
3.2 Purchase for Own Account for Investment. Purchaser is purchasing its portion of the Transferred Shares for Purchaser’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Transferred Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser has no present intention of selling or otherwise disposing of all or any portion of the Transferred Shares to any individual, corporation, partnership, trust, limited liability company, association or other entity (a “Person”), there are no contracts, understandings or other arrangements, written or oral, relating in any way to the Transferred Shares other than this Agreement (including, without limitation, regarding any purchase or other distribution of the Transferred Shares), no Person other than Purchaser has any beneficial ownership of any of the Transferred Shares and Purchaser has not engaged in any discussions, and is not acting in concert, with any Person with respect to any such sale, disposition or beneficial ownership. Purchaser has not been organized for the purpose of acquiring the Transferred Shares.
3.3 Non-Contravention. The execution, delivery and performance by Purchaser of this Agreement do not and will not contravene or constitute an event of default under or violation of, or be subject to penalties under, (a) any agreement (or require the consent of any party under any such agreement that has not been made or obtained) to which Purchaser is a party, or (b) any judgment, injunction, order, decree or other instrument binding upon Purchaser, except where such contravention, default, violation or failure to obtain a consent, individually or in the aggregate, would not reasonably be expected to impair Purchaser’s ability to perform fully any material obligation which Purchaser has or will have under this Agreement.
3.4 Accredited Investor. Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act.
3.5 Purchaser’s Qualifications. Purchaser has access to information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Transferred Shares. By reason of Purchaser’s business or financial experience, Purchaser is capable of evaluating the merits and risks of this prospective investment, has the capacity to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of the Transferred Shares. Furthermore, Purchaser is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risk of this investment indefinitely.
3.6 No General Solicitation. At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the Transferred Shares.
3.7 Securities Law Restrictions on Transfer. Purchaser understands that Purchaser may not transfer any Transferred Shares unless such Transferred Shares are registered under the Securities Act or qualified under any applicable securities laws or unless exemptions from such registration and qualification requirements are available. Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Transferred Shares in the amounts or at the times proposed by Purchaser. Purchaser acknowledges that, because the Transferred Shares have not been registered under the Securities Act, the Transferred Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Purchaser is familiar with the provisions of Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby under the Securities Act.
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4. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants, solely with respect to such Seller, to the Purchasers, as follows:
4.1 Title to Transferred Shares. The Transferred Shares sold by such Seller hereunder, when issued were, and remain, fully paid, duly authorized and validly issued in compliance with all applicable federal and state securities laws. Seller is the sole and exclusive owner of such Seller’s portion of the Transferred Shares, as set forth opposite such Sellers’s name on Exhibit A-1 hereto, and it has valid marketable title to the Transferred Shares and the right and authority to sell and transfer the Transferred Shares to the Purchasers, pursuant to this Agreement and without any third party consent. The Transferred Shares are free and clear of any pledge, lien, security interest, encumbrance, claim or other equitable or security interest of any kind, or any other right of any third party (“Security Interest”) other than restrictions on transfer imposed by federal and state securities laws. There are no proxies and/or powers of attorney applying to the Transfer Shares sold by such Seller hereunder. Upon the transfer of such Seller’s portion of the Transferred Shares in accordance with the provisions of this Agreement, the Purchasers will acquire valid marketable title to such portion of the Transferred Shares, free and clear of any Security Interest, other than restrictions on transfer imposed by federal and state securities laws.
4.2 Consents. All consents, approvals, waivers, authorizations and orders required for the execution and delivery of this Agreement and the Transfer under this Agreement have been obtained and are in full force and effect. Seller is not required to obtain any other consent, approval, permit, declaration, registration or authorization of, or make any filing with, any person (either an individual or any entity), in connection with the execution and performance of this Agreement or the consummation of the transactions contemplated hereunder. The transfer of the Transferred Shares pursuant to this Agreement is not subject to any right of first refusal, preemptive, tag-along or other comparable obligations or restrictions that have not been properly waived or complied with.
4.3 Transfer for Own Account. Seller is selling the Transferred Shares for Seller’s own account only and not with a view to, or for sale in connection with, a distribution of the Transferred Shares within the meaning of the Securities Act. No portion of the Purchase Price will be received indirectly by the Company.
4.4 No General Solicitation. At no time has Seller presented Purchasers with or solicited Purchasers through any publicly issued or circulated newspaper, mail, radio, television or other form of general advertisement or solicitation in connection with the Sale.
4.5 No Broker-Dealer. Seller has not effected the Sale by or through a broker-dealer in any public offering.
4.6 Authority. Seller has full legal right, power and authority to enter into and perform its obligations under this Agreement and to transfer the Transferred Shares hereunder. Seller, if other than a natural person, has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization as the type of entity that it purports to be. This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
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4.7 Sophisticated Seller. Seller: (a) is an individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Transferred Shares, and (c) has independently and without reliance upon Purchasers, and based on such information and the advice of such advisors as Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller represents that in making its decision to sell the Transferred Shares to the Purchasers, the Seller has not in any way relied upon any representations or statements of the Purchaser, other than the representations and warranties of the Purchasers set forth in Section 3, and the Purchasers have not in any way influenced or attempted to influence the Seller in such respect. The Seller further represents that it has fully and completely satisfied itself with respect to the process it has conducted for making an independent and informed assessment of the economic viability of the transactions hereunder, including any inquiries with the Company reasonably deemed advisable for such purpose. The Seller is fully capable of assessing the value of the Transferred Shares and has consulted with its own attorney regarding legal matters concerning the sale of the Transferred Shares pursuant to the terms of this Agreement. Seller acknowledges that neither Purchasers nor their affiliates or agents is acting as a fiduciary or financial or investment adviser to Seller, and that neither Purchasers nor their affiliates or agents have given Seller any investment advice, opinion or other information on whether the sale of the Transferred Shares is prudent. Seller acknowledges that (i) Purchasers or their affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to Seller and that may be material to a decision to sell the Transferred Shares (“Seller Excluded Information”) and (ii) Seller has determined to sell the Transferred Shares notwithstanding its lack of knowledge of the Seller Excluded Information. Seller acknowledges the price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the Transferred Shares to Purchasers pursuant to this Agreement, Seller is giving up the opportunity to sell the Transferred Shares at a possible higher price in the future. Seller understands that Purchasers will rely on the accuracy and truth of the foregoing representations, and Seller hereby consents to such reliance.
4.8 Compliance with Securities Laws. Assuming the representations made by Purchasers in this Agreement are true and correct, Seller represents that the Transferred Shares are being transferred under an exemption or exemptions from the registration and qualification requirements of the Securities Act and any other applicable securities laws.
4.9 Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (i) will be in compliance with all applicable agreements to which Seller is a party and/or that govern the rights and obligations of the Transferred Shares, (ii) will not violate or result in the breach by Seller of, or constitute a default under, or conflict with, or cause any acceleration of any obligation with respect to any provision or restriction of any loan, mortgage, lien, agreement, contract, instrument, order, judgment, award, decree, or any other restriction of any kind or character, in each case applicable to the Transferred Shares and/or Seller, and (iii) will not result in any violation or default under any provision of any law, rule or regulation applicable to the Transferred Shares and/or the Seller, including, without limitation, all applicable federal and state securities laws.
4.10 Tax Matters. Seller has reviewed with his own tax advisors the tax consequences of this sale of the Transferred Shares and the transactions contemplated by this Agreement. Seller is relying solely on such advisors and not on any statements or representations of Purchasers, or any counsel, advisor or agent of Purchasers.
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5. RELEASE.
5.1 Release of Claims. To the fullest extent permitted by law, each Seller on behalf of itself and its successors, assigns, heirs, executors, administrators and beneficiaries (each a “Releasor”) acknowledges and confirms that effective immediately, Releasor fully, and forever releases (the “Release”) and will have no claims whatsoever against the Company and each Purchaser, their affiliated companies, successors and assigns, past and present directors, officers, employees, agents, representatives, affiliates, stockholders, partners, members, managers, attorneys, insurers, heirs, and all persons acting by, through, under or in concert with them, or any of them, jointly and severally (collectively, the “Released Parties”), of and from any and all past, present and future disputes, claims, controversies, demands, allegations, rights, actions and causes of action of every kind and nature actions, in law or in equity, suits, agreements, covenants, promises, damages, obligations, liabilities, losses, costs or expenses, direct or indirect, of any kind or nature whatsoever, known or unknown, fixed or contingent, state or federal, under common law, statute or regulation, liquidated or unliquidated, suspected or unsuspected, claimed or concealed, at and through the date hereof, by reason of any act, cause, matter or thing whatsoever, arising out of or relating to (I) any events, matters, causes, things, acts, omissions or conduct, occurring or existing at any time up to and including the Effective Date, including any matters arising out of or in any way connected with any relationship of such Seller with the Company or any of the other Released Parties and any agreements or arrangements occurring, existing or entered into by such Seller and the Company or any of the other Released Parties at any time up to and including the Effective Date, and\or (II) the Sale (collectively, the “Released Matters”).
5.2 Covenant Not to Sue. Releasor hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any judicial, quasi-judicial or arbitral proceeding of any kind against the Released Parties, based upon any Released Matter.
5.3 Third Party Beneficiary. It being agreed and acknowledged that the Company is a third-party beneficiary to this Section 5 and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party to this Agreement.
6. GENERAL PROVISIONS.
6.1 Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. No Seller may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Purchasers.
6.2 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with to the laws of the State of Israel, disregarding its conflict of laws rules. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent court located in Tel Aviv-Jaffa, Israel and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court.
6.3 Confidentiality. Each Seller agrees that it will keep confidential and will not disclose or use for any purpose any information about the terms of this Agreement and the transactions contemplated hereby, except as may be required by law, provided that the disclosing party promptly notifies the other parties hereto in advance of such disclosure and agrees to cooperate to take reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the aforesaid, upon signing of this Agreement, Medigus may issue a press release, which content shall be mutually agreed upon with Arkin, in good faith.
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6.5 Notices. All notices required or permitted to be given to a party pursuant to this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person, or (b) three (3) business days after deposit in the mail by certified mail (return receipt requested).
6.6 Entire Agreement; Titles and Headings. This Agreement and the documents referred to herein, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
6.7 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the foregoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, then all parties agree to substitute such provision(s) through good faith negotiations.
6.8 Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
6.9 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered as an attachment to an e-mail and upon such delivery, a copy of the signature will be deemed to have the same effect as if the original signature had been delivered to the other party.
6.10 Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated by this Agreement and to otherwise carry out the intent of the parties under this Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, each Seller and each Purchasers have each executed this Stock Transfer Agreement, as of the Effective Date.
SELLERS:
| Medigus Ltd. | |||
| By: | /s/ Eli Yoresh | /s/ Liron Carmel | |
| Name: | Eli Yoresh | Liron Carmel | |
| Title: | Chairman | CEO | |
| Address: | 10 Hanechoshet St. Tel Aviv, Israel | ||
| Eli Yoresh | ||
| /s/ Eli Yoresh | ||
| Address: | * * * | |
| L.I.A. Pure Capital Ltd. | ||
| By: | /s/ Kfir Silberman | |
| Name: | Kfir Silberman | |
| Title: | CEO | |
| Address: | 20 Raul Walenberg St. Tel Aviv, Israel | |
| Cheli Menashe | ||
| /s/ Cheli Menashe | ||
| Address: | ||
IN WITNESS WHEREOF, each Seller and each Purchasers have each executed this Stock Transfer Agreement, as of the Effective Date.
PURCHASERS:
| M. Arkin (1999) Ltd. | ||
| By: | /s/ Nir Arkin | |
| Name: | Nir Arkin, CEO | |
| Title: | ||
| Address: | ||
| The Phoenix Insurance Company Ltd. | ||
| By: | /s/ Dan Kerner | |
| Name: | Dan Kerner | |
| Title: | Head of Nostro | |
| Address: | ||
| Shotfut Menayot Israel – Phoenix Amitim | ||
| By: | /s/ Arie Halevi | |
| Name: | Arie Halevi | |
| Title: | Head of Israel Equity – Shotfut Menayot Israel – Pheonix Amitim | |
Address: |
||
| Benad Goldwasser | ||
| /s/ Benad Goldwasser | ||
| Address: | * * * | |
| Yehu Ofer | ||
| /s/ Yehu Ofer | ||
| Address: | * * * | |
IN WITNESS WHEREOF, each Seller and Purchasers have each executed this Stock Transfer Agreement, as of the Effective Date.
| PURCHASERS: | ||
| Lior Prosor | ||
| /s/ Lior Prosor | ||
| Address: | * * * | |
EXHIBIT A
PURCHASERS
| Purchaser | Number of Shares of Common Stock | Purchase Price | ||||||
| Arkin | 1,391,965 | $ | 4,175,894 | |||||
| The Phoenix Insurance Company Ltd | 65,000 | $ | 195,000 | |||||
| Shotfut Menayot Israel – Phoenix Amitim | 368,333 | $ | 1,104,999 | |||||
| Benad Goldwasser | 150,000 | $ | 450,000 | |||||
| Yehu Ofer | 14,333 | $ | 42,999 | |||||
| Lior Prosor | 33,333 | $ | 100,000 | |||||
| Total | 2,022,964 | $ | 6,068,892 | |||||
EXHIBIT A-1
sellers
| Seller | Number of Shares of Common Stock | Transferee | Aggregate Purchase Price | |||||
| Medigus | 1,924,575 (of which 1,000 shares are held at a brokerage account) | Arkin – 1,293,576 (of which 1,000 shares are held at a brokerage account) | $ | 5,773,725 | ||||
| The Phoenix Insurance Company Ltd – 65,000 | ||||||||
| Shotfut Menayot Israel – Phoenix Amitim – 368,333 | ||||||||
| Benad Goldwasser – 150,000 | ||||||||
| Yehu Ofer – 14,333 | ||||||||
| Lior Prosor – 33,333 | ||||||||
| Eli Yoresh | 11,156 (all of which are held at a brokerage account) | Arkin | $ | 33,468 | ||||
| L.I.A. Pure Capital Ltd | 78,900 (all of which are held at a brokerage account) | Arkin | $ | 236,700 | ||||
| Cheli Menashe | 8,333 | Arkin | $ | 24,999 | ||||
| Total | 2,022,964 | - | $ | 6,068,892 | ||||
EXHIBIT B
Instruction Letter Form
EXHIBIT B-1
Stock Power Form
EXHIBIT C
Arkin’s broker account:
* * *
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement No. 333-273285 on Form S-1/A of Odysight.ai Inc. (Formerly known as ScoutCam Inc.) (the “Company”) of our report dated March 28, 2023, relating to the financial statements of the Company for the year ended December 31, 2022, appearing in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ Brightman Almagor Zohar & Co. | |
| Certified Public Accountants | |
| A Firm in the Deloitte Global Network | |
| Tel Aviv, Israel | |
| February 20, 2024 |