UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 1, 2023
SCOUTCAM INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 333-188920 | | 847-4257143 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Suites 7A and 3B, 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)
Not Applicable
(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:
| | ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Not Applicable | | Not Applicable | | Not Applicable |
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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2023, Ronen Rosenbloom notified ScoutCam Inc. (the “Company”) that he would resign as a member of the Board of Directors effective immediately. Mr. Rosenbloom advised the Company that his resignation was not the result of any conflict with the Company or objection to any action taken by it.
Item 8.01 Other Events.
On June 6, 2023, the Company issued a press release announcing the purchase of additional Company stock by Company executives including its chairman, chief executive officer and largest shareholder from Medigus Ltd., a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
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.
| | SCOUTCAM INC. |
| | | |
| Date: June 6, 2023 | By: | /s/ Tanya Yosef |
| | Name: | Tanya Yosef |
| | Title: | Chief Financial Officer |
