Current Report Filing (8-k)
February 16 2021 - 9:21AM
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): February 16, 2021
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Resignation
of Director
On
February 14, 2021, Dr. Irit Yaniv tendered her resignation as a member of the board of directors of ScoutCam Inc. (the “Board”
and “Company”, respectively), effective as of the same date. Dr. Yaniv advised the Company that her resignation was
not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment
of Director
On
February 15, 2021, the Board appointed Mr. Moshe (Mori) Arkin to serve as a member of the Board and to fill the vacancy following
the resignation of Dr. Irit Yaniv. Below is a description of the relevant business experience for Mr. Arkin:
Mr.
Moshe Arkin (68) is a leading life science and pharmaceutical entrepreneur and serves as the chairman of Arkin Holdings Ltd.,
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 SoniVie Ltd., a company developing systems for the treatment of pulmonary arterial hypertension, 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. in psychology from the Tel Aviv University, Israel.
Family
Relationships
Mr.
Arkin does not have family relationships with any of the current officers or directors of the Company.
Related
Party Transactions
On
May 18, 2020, the Company and M. Arkin (1999) Ltd. (“Arkin Ltd.”), of which Mr. Arkin is the owner and principal manager,
entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which Arkin Ltd. invested $2.0
million and in exchange was issued 4,132,232 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), a warrant to purchase 2,066,116 shares of Common Stock with an exercise price of $0.595 and a warrant to purchase
4,132,232 shares of Common Stock with an exercise price of $0.893. Except for the foregoing, there are no other transactions required
to be disclosed under Item 404 of Regulation S-K under the Exchange Act.
Item
9.01. Financial Statements and 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:
February 16, 2021
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