Current Report Filing (8-k)
May 19 2021 - 8:06AM
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): May 19, 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)
+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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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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Appointment
of Director
On
May 13, 2021, the Board of Directors of ScoutCam Inc. (the “Board” and the “Company”, respectively) appointed
Mr. Zeev Vurembrand to serve as a member of the Board. Further, the Board determined that Mr. Vurembrand satisfies the independence requirements
of Nasdaq and the Securities and Exchange Commission rules. Below is a description of the relevant business experience for Mr. Vurembrand:
Mr.
Zeev Vurembrand (69) is currently the Chief Executive Officer and Owner of Vurembrand Management & Innovation Ltd. and a member
of the board of directors of Isras Investment Company Ltd. (TASE: ISRS) since 2016, Bezeq the Israeli Telecommunication Corp. Ltd. (TASE:
BEZQ) since 2017 and Lageen Ltd. since 2019. From 2013 until 2019, Mr. Vurembrand was the Chief Executive Officer of Kupat Holim Meuhedet,
Israel’s third largest health care organization. From 2008 until 2013, he was the Chief Executive Officer of Alon Holding Blue
Square – Israel Ltd., and prior to that, from 2007 until 2008, he was the Chief Executive Officer of Phoenix Investments and Finance
Ltd. Earlier in his career, from 2002 until 2007, Mr. Vurembrand was the Chief Executive Officer of Clalit Health Services Group, Israel’s
largest health care organization. Mr. Vurembrand has served on numerous boards of directors, including Africa Israel Resedence LTD. (TASE:
AFRE) from 2014 until 2016, Discount Bank (TASE:DSCT) 2006 until 2007, U-Bank from 2005 until 2006, Blue Square Israel (TASE: BSI) from
2001 until 2006, and Dikla Medical Insurance Ltd. from 1995 until 2002. Mr. Vurembrand has also served on the board of trustees of Bar
Ilan University since 2019. Mr. Vurembrand holds a B.Sc in industrial engineering and management from the Technion, Israeli Institute
of Technology.
Family
Relationships
Mr.
Vurembrand does not have family relationships with any of the current officers or directors of the Company.
Related
Party Transactions
There
are no transactions between the Company and Mr. Vurembrand that are reportable pursuant to Item 404(a) of Regulation S-K.
On
May 19, 2021, the Company issued a press release announcing the appointment of Mr. Vurembrand to the Board, as described under Item 5.02,
above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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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:
May 19, 2021
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