Current Report Filing (8-k)
March 24 2021 - 4:06PM
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): March 22, 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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
March 22, 2021, ScoutCam Inc. (the “Company”) undertook to issue to certain investors (the “Investors”)
22,222,223 units (the “Units”) in exchange for an aggregate purchase price of $20 million (the “Private
Placement”). Each Unit consists of (i) one share of the Company’s common stock par value US$0.001 per share (the
“Common Stock”) and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$1.15
per share (the “Warrant” and the “Exercise Price”). Each Warrant is exercisable
until the close of business on March 31, 2026.
Pursuant
to the terms of the Warrants, following April 1, 2024, if the closing price of the Common Stock equal or exceeds 135% of the Exercise
Price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions
after the issue date of the Warrants) for any thirty (30) consecutive trading days, the Company may force the exercise of the
Warrants, in whole or in part, by delivering to the Investors a notice of forced exercise.
The
shares of Common Stock and the Warrants were issued to the Investors pursuant to Regulation S of the Securities Act of 1933, as
amended.
In
connection with the Private Placement, the Company undertook to file with the Securities and Exchange Commission, within sixty
(60) days of the closing of the Private Placement, a registration statement covering the resale of the shares of Common Stock
to be issued in the Private Placement and the shares of Common Stock underlying the Warrants. The closing of the Private Placement
is expected to occur by March 31, 2021.
Item
7.01 Regulation FD Disclosure.
On
March 24, 2021, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished
hereto as Exhibit 99.1.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities
Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations,
estimates and projections and consequently, you should not rely on these forward looking
statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, the Company’s expectations with respect to the timing of the completion of the Private
Placement. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to
predict. Factors that may cause such differences include, but are not limited to the occurrence of any event, change or other
circumstances that could cause the Private Placement to fail to close, The Company cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations
or any change in events, conditions or circumstances on which any such statement is based.
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:
March 24, 2021
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