Business Context and Reporting Period
This Form 8-K Current Report was filed by Odysight.ai Inc. (formerly ScoutCam Inc.) on June 8, 2023, covering events occurring on June 4, 2023, and June 5, 2023. The company is incorporated in Nevada and maintains its principal executive offices in Omer, Israel.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and branding changes rather than financial performance.
Material Changes
- Corporate Name Change: On June 4, 2023, stockholders representing more than 50% of outstanding share capital voted by written consent to change the company name from "ScoutCam Inc." to "Odysight.ai Inc."
- Governance Updates: The Board of Directors approved an amendment and restatement of the Company's Bylaws effective June 4, 2023, to reflect the new name.
- Regulatory Filings: On June 5, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State, which was approved on the same day.
- Trading Symbol: The Company filed a Corporate Action with the Financial Industry Regulatory Authority (FINRA) to effectuate the name change on OTC Markets and adopt a new ticker symbol.
Outlook and Management Commentary
On June 8, 2023, the Company issued a press release (Exhibit 99.1) announcing the rebranding and name change to "Odysight.ai." The filing notes that information contained in the press release is not deemed "filed" with the SEC for purposes of the Securities Act of 1933. No specific financial guidance, risk factors, or contingencies were disclosed in this report.
Key Facts for Investor Verification
- Confirm the new ticker symbol assigned by OTC Markets following the Corporate Action filing.
- Verify the effective date of the name change on trading platforms to ensure accurate record-keeping.
- Review the attached press release (Exhibit 99.1) for strategic rationale behind the rebranding, as it is not incorporated by reference into the SEC filing.
- Check subsequent filings for the first financial report issued under the new corporate name.