Current Report Filing (8-k)
June 24 2020 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 24, 2020 (June 23, 2020)
SCOUTCAM
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
333-188920
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847-4257143
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Suite
7A, Industrial Park
P.O.
Box 3030, Omer, Israel 8496500
(Address
of principal executive offices) (Zip Code)
Tel:
+972 73 370-4691
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.02 Unregistered Sale of Equity Securities
On
June 23, 2020, ScoutCam Inc. (the “Company”) entered into and consummated a Side Letter Agreement with Medigus Ltd.
(“Medigus”), whereby the parties agreed to convert, at a conversion price of $0.484, an outstanding line of credit
previously extended by Medigus to the Company, which as of the date hereof is $381,136, into (a) 787,471 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), (b) warrants to purchase 393,736 shares of Common Stock
with an exercise price of $0.595, and (c) warrants to purchase 787,471 shares of Common Stock with an exercise price of $0.893.
Item
9.01 Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SCOUTCAM
INC.
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By:
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/s/
Tanya Yosef
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Name:
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Tanya
Yosef
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Title:
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Chief
Financial Officer
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Date:
June 24, 2020
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