Business Context and Reporting Period
This Form 8-K was filed by Intellisense Solutions Inc. (not Odysight.Ai Inc.) on December 11, 2015. The filing reports the entry into a material definitive merger agreement with Dotz Nano Ltd., a private Israeli company, and Intellisense (Israel) Ltd., a wholly-owned subsidiary formed for the transaction.
Key Financial Metrics
This filing is a Current Report regarding a corporate transaction and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period. The filing text does not provide a clear value for these financial indicators.
Material Changes and Transaction Terms
- Merger Structure: Intellisense (Israel) Ltd. will merge with and into Dotz Nano Ltd., with Dotz surviving as a wholly-owned subsidiary of Intellisense Solutions Inc.
- Exchange Ratio: Outstanding Dotz shares will convert into Intellisense common stock ("Merger Shares") calculated as Dotz Outstanding Capital divided by 27,500,000.
- Warrants: Shareholders will also receive warrants ("Special Warrants") to acquire Intellisense common stock equal to Dotz Outstanding Capital divided by 9,000,000, with an exercise price of $0.001 per share and an 18-month term.
- Stock Split: Intellisense plans a stock split prior to closing to result in approximately 11,000,000 shares outstanding.
- Management Changes: Upon closing, Dr. Moti Gross (Dotz CEO) will become Intellisense CEO, and Neil Reithinger will resign as CEO and Director. Dr. Amiram Bornstein and Kobi Ben-Shabat will be appointed to the Board.
- Equity Incentives: A new stock option plan will be established for up to 3,950,000 shares. Mr. Gross may receive up to 2,500,000 shares upon achieving specific milestones.
- Lock-up: Certain Dotz shareholders will enter an escrow agreement prohibiting the sale of Merger Shares for two years.
Conditions, Risks, and Outlook
The merger is subject to several material conditions, including:
- Shareholder approval from Dotz.
- Receipt of a Certificate of Merger from the Israeli Companies Registrar.
- Obtaining a satisfactory tax ruling from the Israel Tax Authority.
- Conversion of outstanding loan indebtedness owed by Dotz to two shareholders into Dotz shares.
- Eligibility of Intellisense common stock for trading on the OTCQB market.
- Reasonable satisfaction of Intellisense and its accountants regarding Dotz's financial statements.
Unusual Items: The transaction involves a reverse merger structure where the private Israeli entity becomes the surviving corporation, governed by Israeli law, while the public shell company remains the parent.
Investor Verification Checklist
- Verify the final Exchange Ratio and the total number of Intellisense shares to be issued upon closing.
- Confirm the status of the tax ruling from the Israel Tax Authority, as this is a critical closing condition.
- Review the audited financial statements of Dotz Nano Ltd. once available to assess the target's financial health.
- Monitor the resignation of current management and the onboarding of Dr. Moti Gross and the new board members.
- Check for the successful listing of the company's stock on the OTCQB market post-closing.