Business Context and Reporting Period
This Form 8-K is a current report filed by ScoutCam Inc. (not Odysight.Ai Inc.) on February 16, 2021. The filing reports corporate governance changes, specifically the resignation of a director and the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not contain financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period. The only financial data disclosed relates to a prior related-party transaction:
- Related Party Investment: On May 18, 2020, M. Arkin (1999) Ltd. (owned by the new director) invested $2.0 million in the Company.
- Securities Issued: In exchange, the Company issued 4,132,232 shares of common stock and two tranches of warrants (2,066,116 shares at $0.595 exercise price; 4,132,232 shares at $0.893 exercise price).
Material Changes
The filing details the following material changes to the Board of Directors:
- Resignation: Dr. Irit Yaniv resigned as a director effective February 14, 2021. The Company stated this was not due to any disagreement regarding operations, policies, or practices.
- Appointment: Mr. Moshe (Mori) Arkin was appointed to the Board on February 15, 2021, to fill the vacancy.
Outlook, Risks, and Management Commentary
Management Commentary: The Company highlighted Mr. Arkin's extensive background as a life science and pharmaceutical entrepreneur, including his roles as Chairman of Sol Gel Technologies Ltd. and former leadership at Perrigo Company. He also sits on the boards of several private medical device companies.
Risks and Contingencies: No new risks or contingencies were disclosed in this filing. The resignation was characterized as amicable.
Investor Verification Checklist
- Verify the correct registrant name is ScoutCam Inc., not Odysight.Ai Inc.
- Confirm the effective dates of the director resignation (Feb 14, 2021) and appointment (Feb 15, 2021).
- Review the related-party transaction details regarding the $2.0 million investment by M. Arkin (1999) Ltd. to understand the new director's existing equity position.
- Note that this filing contains no financial performance data; refer to recent 10-K or 10-Q filings for financial metrics.