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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): May 6, 2024
ODYSIGHT.AI
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-188920 |
|
47-4257143 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
Suite
7A, Industrial Park
P.O.
Box 3030, Omer, Israel
12
Abba Hillel Silve Rd, Sasson Hugi Tower
Ramat
Gan, Israel 5250606 |
|
8496500 |
(Address
of principal executive offices) |
|
(Zip
Code) |
+972
73 370-4690
(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) |
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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-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) |
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Name
of each exchange on which registered |
Not
Applicable |
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Not
Applicable |
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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
February 21, 2024, the Board resolved to appoint Ms. Einav Brenner to serve as Chief Financial Officer of the Company, which appointment
shall enter into effect on May 5, 2024. Below is a description of the relevant business experience for Ms. Brenner:
Ms.
Brenner, 42, has served since May 2022 as the VP Finance of Solato Ltd., a food tech company. In this capacity, Ms. Brenner has supported
the establishment of global company activities, including strategic decision making and significant commercial agreements, building financial
and operational teams and infrastructure, and handling fund raising and investor relations. From July 2017 to May 2022, Ms. Brenner served
as Executive Director of Finance at RedHill Biopharma Ltd. (NASDAQ: RDHL), where she facilitated fund raising activities, managed complex
transactions and legal aspects, and was responsible for Securities and Exchange Commission filings and financial reporting. Prior to
this, Ms. Brenner served in various financial positions at Vizrt Inc., Viola Ventures and PricewaterhouseCoopers. Ms. Brenner is a CPA
(Israel), holds a Bachelor of Accounting, Economics and Business Administration, and an MBA in Financial Management, both from Tel Aviv
University.
In
connection with the appointment of Ms. Brenner as the Company’s Chief Financial Officer, the Company entered into an Employment
Agreement with Ms. Brenner that provides for the terms and conditions of her employment. The Employment Agreement provides for a monthly
base salary of NIS 60,000. The Employment Agreement also provides that Ms. Brenner is entitled to receive an equity grant of options
to purchase a total of 70,000 shares of the Company’s common stock, par value $0.001 per share (the “Options”),
which shall vest and become exercisable as follows: 33.33% of the shares covered by the Options on the first anniversary of her service,
and 8.33% of the shares covered by the Options at the end of each subsequent three-month period thereafter over the course of the subsequent
two years. Additionally, the Company agreed to pay Ms. Brenner a signing bonus in the aggregate amount of NIS 60,000 pursuant
to certain objectives. In accordance with the terms of Ms. Brenner’s Employment Agreement, she will also receive additional
benefits customary for an executive officer of her experience and for companies of similar stature and standing to that of the Company.
There
are no other arrangements or understandings pursuant to which Ms. Brenner was appointed Chief Financial Officer. There are no family
relationships among any of the Company’s directors, executive officers, and Ms. Brenner. Except for the Employment Agreement described
above, there are no related party transactions between the Company and Ms. Brenner reportable under Item 404 of Regulation S-K.
Item
8.01 Other Events.
On
May 6, 2024, the Company issued a press release announcing the matters disclosed in Item 5.02 above. A copy of the press release is attached
hereto 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.
|
ODYSIGHT.AI
INC. |
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Date:
May 6, 2024 |
By: |
/s/
Yehu Ofer |
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Name:
|
Yehu
Ofer |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
Employment
Agreement
Of
February 21, 2024
Between:
Odysight.ai Ltd., Company No. 515950400
Of
7A Gan Hata’asiya St., Omer, Israel
And:
Einav Brenner
Address:
*** (the “Manager”)
Employment
and Compensation
1. |
The
Parties wish to enter into an employment agreement for an unfixed period, in accordance with the conditions and provisions of this
Employment Agreement. The date of commencement of the Manager’s employment, his job, his direct supervisor and other issues
relating to the conditions of the Manager’s employment, including consideration, are set out in Appendix A, which
is attached hereto. |
|
|
2. |
In
the performance of his job, the Manager shall devote all of his time, attention, ability and effort exclusively for the performance
of his duties at the Company and he undertakes not to engage, either as an employee or otherwise, in any business, commercial or
professional activities, either for consideration or otherwise, during the term of his employment, without receiving the Company’s
prior written consent to such. The provisions of this section shall not derogate from the Manager’s undertakings as set out
in Appendix B which is attached hereto. |
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|
3. |
Each
party shall be entitled to rescind this Agreement at any time, by giving prior notice as set out in Appendix A below,
and subject to any law. |
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4. |
Notwithstanding
the provisions of section 3 above, and without derogating from its rights under this Agreement or under any law, the Company shall
be entitled to terminate the employment of the Manager without prior notice, upon the occurrence of one of the following cases: (a)
breach of the Manager’s fiduciary duty, intentional damage to the Company’s property, dealing in competing activity or
any breach of Appendix B below; or (b) a fundamental breach of the provisions of this Agreement on condition that the Manager has
not remedied the breach (to the extent that it can be remedied) within 7 days of receipt of a warning from the Company; or (c) indictment
of the Manager for a criminal offense (except for a fine-related offense) or for involvement in sexual harassment incidentally to
the Manager’s employment at the Company; or (d) the Manager has put himself in a position of conflict of interests; or |
|
(e)
any other circumstance in respect of which it is legally permissible to fire an employee without the giving of prior notice. |
|
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5. |
The
Manager shall not have a right of lien over the assets, equipment or any other of the Company’s property that might be in his
possession. The Manager shall return all of the Company’s property that is in his possession not later than the date of termination
of employer-employee relations, prior to his taking any unpaid leave or within 7 days of receipt of a demand to do so from the Company. |
|
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6. |
The
provisions of this Agreement shall not derogate from any right afforded to the Manager under any law, extension order, collective
agreement, employment contract or any other contract relating to the conditions of his employment. |
Managerial
Job / Position of Trust
7. |
It
is agreed that this Agreement is a personal agreement and that the Manager shall be employed in a managerial job which requires a
special level of personal trust, as such terms are defined in the Hours of Work and Rest Law, 5711-1951 (the “Hours of Work
and Rest Law”). Therefore, the Hours of Work and Rest Law shall not apply to the Manager’s employment. The Manager
declares that he is aware that he might be required to work more than usual working hours, including late in the evening or on Saturdays
or Festivals, and that he shall not be entitled to any additional consideration for working such hours. The Manager declares that
the economic significance of this provision was taken into account by the Parties for the purpose determining the consideration that
is set out in Appendix A, and in his decision to enter into this Agreement. |
Confidentiality,
Prohibition of Competition and Title to Inventions
8. |
Together
with the execution of this Agreement, the Manager shall sign an undertaking to the Company regarding confidentiality, prohibition
of unfair competition, and title to inventions, which is attached hereto as Appendix B. |
Representations
and Undertakings of the Manager
The
Manager declares and undertakes as follows:
9. |
He
has the ability, skills and knowledge that are necessary for the performance of his Job pursuant to this Agreement and he does not
suffer from any physical or mental health deficiency that might unreasonably prevent or impede him in the performance of his job
and his other obligations under this Agreement. |
|
|
10. |
He
is not bound by any undertaking or other agreement whatsoever that might restrict or prevent him from entering into this Agreement
and performing his undertakings hereunder. By executing this Agreement and performing his job, he is not and will not be in breach
of, or in a conflict of interests with: (1) the rights of his previous employers or his undertakings to them; or (2) his undertakings
under any other document to which he is a party or which binds him. |
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11. |
He
shall give notice to the Company, immediately, of any matter or subject in respect of which he or his close family might have a personal
interest or that might generate a conflict of interests with his job and employment at the Company. |
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12. |
He
shall not receive any beneficial interest from any third party, directly or indirectly, with respect to his employment. Should the
Manager breach this undertaking, then without derogating from the rest of the Company’s rights, the beneficial interest or
the value thereof shall be the property of the Company alone, and the Manager hereby grants the Company leave to deduct the value
of the beneficial interest from any sum that may be owing to the Manager from it. This section shall not apply to gifts or benefits
of a marginal value. |
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13. |
In
the context of his employment, he shall not act in contravention of the signature rights that are prescribed by the Company. |
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14. |
He
agrees and confirms that from time to time, he might be required to travel and stay overseas in the framework of his job. |
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15. |
For
the purpose of performance of his job, the Company may provide the Manager with a computer, hardware, software, an email address
and/or mobile telephone as the case may be (“Computers”) which shall be the exclusive property of the Company.
Subject to the Company’s procedures in this regard, and without derogating from his undertakings and the performance of his
job pursuant to this Agreement, the Manager shall be entitled to make reasonable, private use of the Computers provided that the
Manager shall not be entitled to store private files on the Computers (except for private folders that are prominently marked as
such) and shall not be entitled to store Company files on private storage measures. It is clarified that the professional email address
shall be used for professional purposes only, whilst the Manager shall be entitled, for private purposes, to use external email services
(such as gmail). |
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16. |
The
Manager is aware and agrees that: (1) the Company may allow other employees and third parties to make use of the Computers; (2) in
order to preserving its legitimate interests, the Company may monitor the activities on the Computers, including the usage log and
the contents of email and internet correspondence, which shall be admissible as evidence in legal proceedings; (3) in light of the
Manager’s undertakings above, the Manager shall not have a right to privacy with respect to the contents of the Computers,
with the exception of private folder that have been prominently marked as such. |
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17. |
The
Manager is aware and agrees that the information about him and about the conditions of his employment which may be accrued and documented
by the Company (the “Information”) may be provided to third parties, including outside of Israel, on condition
that: (a) such transfer is effected for the purpose of the performance of some relevant legal provision or for the purpose of the
Company’s business (including any transactions related thereto); (b) no information shall be provided beyond what is necessary
and reasonable; (c) the party to which the information is provided shall undertake to the Company, to the extent that such is possible
and relevant, that it shall maintain the privacy of the information at a level of protection that is at least that which is employed
by the Company with respect to the information. |
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18. |
In
the event of rescission of this Agreement, for any reason whatsoever, the Manager shall cooperate with the Company and shall make
best endeavors to assist in the orderly transition of his job at the Company, and in the orderly overlap between him and the person
or persons due to replace him in his job. |
General
Provisions
19. |
This
Agreement and the Appendixes hereto constitute the full agreement between the Parties and prevail over any prior agreement, offer,
understanding, correspondence, content, conversation or arrangement, whether in writing or oral, if any, between the Parties, with
respect to the conditions of the Manager’s employment. Any matter not expressly regulated in this Agreement shall be in accordance
with the law. Any amendment and/or addition to this Agreement shall bind the Parties to this Agreement and shall only be in force
if it is in writing and signed by the Parties. |
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20. |
Israeli
law shall apply to this Agreement. The competent courts / tribunals in the city of Tel Aviv Yafo shall have exclusive jurisdiction
with respect to any matter stemming from this Agreement or with respect to this Agreement. |
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21. |
All
notices must be sent by one party to the other by registered mail, by email or by hand delivery to the address at the top of this
Agreement or to such other address as a Party may notify. Any notice shall be deemed to have been received by the recipient: if sent
by registered mail – 4 business days after dispatch; if sent by email – one business day after dispatch provided that
an automatic confirmation is obtained from the server that the notice reached its destination; if delivered by hand – upon
delivery provided that a “certificate of delivery” is received. |
The
Manager declares that: (1) he has read carefully and has understood all of the provisions of the Agreement and the Appendixes hereto;
(2) he has been given a reasonable opportunity to consult with third parties, including with an advocate; (3) he has signed this Agreement
with full volition and consent.
In
witness whereof, the Parties have hereunto set their hands:
|
The
Manager: |
|
/s/
Einav Brenner |
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The
Company: |
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/s/
Yehu Ofer |
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|
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|
|
/s/
Tanya Yosef |
Appendix
A – Conditions of Employment
1. |
Date
of Commencement, Job and Supervisor – The Manager’s employment shall commence on May 5, 2024 full time, in the
position of Chief Financial Officer (CFO) or such other similar position, whatever its title may be. The Manager shall report directly
to the CEO. |
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2. |
Prior
Notice – two months in advance. Notice shall be given in writing however, even if notice is not given in writing as
aforesaid, the Manager shall be deemed to have resigned if he gives clear notice in such regard. |
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3. |
Salary
– A gross monthly salary of NIS 60,000 (the “Salary”). Any payment or bonus that are granted to
the Manager pursuant to this Appendix, apart from the Salary, shall not be deemed to be a salary for any purpose whatsoever, and
the Manager shall not be able to argue otherwise. The Salary shall be paid on the lawful date. |
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4. |
Pension
Arrangements – The Company shall insure the Manager under a pension arrangement of his choice (insurance fund, pension
fund or a combination of the two), in accordance with the rates and conditions that are set out below: |
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4.1. |
Insurance
fund (“executive insurance”) – in accordance with the following components: |
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4.1.1. |
Insurance
for loss of capacity to work – the Company shall, at its own expense and from an insurer of its choice, purchase coverage in
the event of loss of capacity to work with the usual and acceptable conditions, at the rate that is necessary for the insurance of
75% of the Salary. The Company’s payment for insurance for loss of capacity to work shall not, in any event, be greater than
2.5% of the Salary. |
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4.1.2. |
The
Company’s provisions for severance pay - 81/3% of the Salary. |
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4.1.3. |
The
Company’s provisions for compensation – the difference between 6.5% of the Salary and the Company’s payment for
insurance for loss of capacity to work, provided that in any event, the Company’s provisions for compensation shall not be
less than 5% of the Salary . |
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4.1.4. |
The
Manager’s provisions for compensation – 6% of the Salary. |
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4.2. |
Pension
fund – in accordance with the following components: The Company’s provisions for severance pay – 8.33% of the
Salary; the Company’s provisions for compensation - 6.5% of the Salary; the Manager’s provisions for compensation - 6%
of the Salary. |
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5. |
Release
of Pension Funds – The Parties adopt the provisions of the General Authorization regarding Employer Payments into Pension
Funds and Insurance Funds in lieu of Severance Pay, which was issued pursuant to the Severance Pay Law, 5723- 1963, as is in force
from time to time, a copy of which is attached to this Agreement as Appendix C. The Company hereby waives its right
to a refund of the monies that it paid to the Pension Fund and/or to an executive insurance policy unless the Manager’s right
to severance pay is repudiated in a judgment pursuant to sections 16 and 17 of the Severance Pay Law, 5723-1963 (in accordance with
the provisions thereof), or if the Manager withdraws monies from the pension fund and/or executive insurance policy, other than due
to an “entitling event”. For this purpose, an “entitling event”: death, disability or retirement at age sixty
or above. The Manager declares, confirms and undertakes that the Company’s provisions for the executive insurance policy or
pension fund shall stand in place of all of the severance pay owing to him if any, pursuant to section 14 of the Severance Pay Law,
5723-1963, and in accordance with the General Authorization referred to above. |
6. |
Study
Fund – The Company and the Manager shall maintain a study fund for the Manager to which the Company shall contribute,
on a monthly basis, an amount equal to 7.5% of the Salary to Study Fund ((as defined below) (the “Company Portion”) and
the Manager shall contribute on a monthly basis an amount equal to 2.5% of the Salary to Study Fund (the “Manager Portion”).
Provided that the contributions according to this section will made for an amount of NIS 40,000 (the “Salary to Study Fund”).
The Manager hereby instructs the Company to transfer the Manager Portion to the selected Study Fund. In the event that the Company
Portion and Employee Portion exceed the maximum tax-exempt ceiling for Study Fund contributions, the exceeding amounts shall be recognized
as ordinary income for tax purposes, on the date of their contribution to the selected Study Fund. |
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7. |
Vacation
– The Manager shall be entitled to leave of 24 days of work for each period of twelve (12) months of employment (the
“Annual Quota”) but in any event, not less than that which is set out in the Annual Leave Law, 5711-1951, as such
may be from time to time (the “Annual Leave Law”). The Company encourages its employees to take leave and to use
up the entire Annual Quota of leave days. However, the Manager shall be entitled to accrue vacation days in a quantity of not more
than twice the Annual Quota (the “Accrual Quota”). Vacation days beyond the Accrual Quota shall be deleted without
the Manager being given compensation for such. The dates for taking vacations shall be prescribed by the Company at its discretion,
in accordance with its possibilities and needs, and where possible, taking into account the Manager’s wishes. The Company shall
be entitled to decide on a uniform annual leave period for all or some of its employees, with respect to some or all of their annual
leave quota, as it may see fit. |
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8. |
Sick
Pay– The Manager shall be entitled to the payment of sick pay in accordance with the provisions of the Sick Pay Law,
5736-1976. Notwithstanding the aforesaid, Manager will be entitled to full Salary from the first day of sick leave. Manager shall
not be entitled to any compensation with respect to unused sick leave. In the event that the Manager is absent from work due to illness,
the Manager shall inform the Company of the illness on the first day of such absence, unless the Manager is unable to give such notice
due to his medical condition, in which case the notice shall be given as soon as possible. Such notice shall refer, inter alia, to
the estimated period in which the Manager is unable to work. Statutory sick leave shall be accrued on top of this quota. |
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9. |
Convalescence
Pay – The Manager shall be entitled to payment of convalescence pay in accordance with the Extension Order regarding
Payment of Convalescence Pay. |
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10. |
Company
Car – In place of travel expenses, the Company shall provide the Manager with a company car, for the purposes of the
Manager’s job capacity, of which such model and specifications shall be determined by the Manager, provided that the monthly
cost of renting the vehicle (including VAT) is up to NIS 5,000 (the “Car”). If the Manager chooses a vehicle with a monthly
cost of more than NIS 5,000, the company will deduct the excess amount from his monthly salary. The Company shall pay for all ordinary
expenses in connection with the Car, including licensing fees, insurance, toll road fees, gasoline and repairs; however, the Company
shall not pay for traffic tickets or infractionsor any other penalties or fines. It is agreed that the Manager shall not be entitled
to certain tax benefits pertinent to the Car. |
11. |
Signing
Bonus – The company will consider, according to its sole discretion, after the six months of the Commencement Date
to grant the Manager a signing bonus in the aggregate (gross) amount of NIS 60,000 (the “Signing Bonus”). The Manager
shall be required to repay the Signing Bonus in full in the event of termination of employment of the Manager by the manager resignation,
prior to the second year anniversary of the Commencement Date. |
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12. |
Options
- Following the execution of this Employment Agreement, and conditional upon the continuance of Manager engagement with the
Company, the Company will recommend to the Board of Directors of the Odysight.ai Inc. the Company’s parent company (“Parent”)
to grant to Manager an aggregate of options to purchase a total of 70,000 common stock of the Parent (the “Options”).
The Options shall vest and become exercisable under the following schedule: 33.33% of the Shares covered by the Options, on the first
anniversary of the date on the Vesting Commencement Date, and 8.33% of the Shares covered by the Options at the end of each subsequent
three- month period thereafter over the course of the subsequent 2 years. The grant of the Options as well as the terms and conditions
applicable thereto shall be subject to the sole discretion of the board of directors of the Parent and shall be subject to the provisions
of the applicable equity plan under which the Options will be granted and the respective option agreement. The grant of any Options
shall be further conditional upon the receipt of all approvals required under any applicable law including any applicable tax laws,
and the execution and delivery by Manager of an option agreement and all other instruments required by the board of directors of
the Parent with respect to such Options. For the avoidance of doubt, it is clarified that any taxes due with respect to the Options
and participation in the equity plan shall be borne solely by Manager and that the Company and the Parent shall be entitled to withhold
tax in respect of such Options as it deems required under applicable law. It is further clarified that nothing herein is intended
to constitute a grant of, or entitle Manager to, the Options or any other rights with respect to the share capital of the Parent,
and the only obligation of the Company hereunder is to make the recommendation referred to above. |
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13. |
Additional
Options - the company will consider, according to its sole discretion, after the first anniversary of the Commencement Date,
to grant the Manager additional 30,000 options subject to the approval of such grant by the CEO and board of directors of the Company. |
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14. |
Bonus:
upon the occurrence of an Entitling Event (as defined hereunder), the Manager may receive a onetime discretionary bonus that
may be paid as income or in equity, in an amount and form determined by the Company in its sole discretion (the “Bonus”).
The Bonus (if paid) is a one-time special entitlement and will not be deemed as part of the Manager’s salary for the purposes
of calculating benefits during employment or upon termination of employment, including without limitation, for the purposes of contributions
to social benefits, severance pay or any other entitlement. For the avoidance of any doubt, if the Manager’s employment is
terminated due to Cause, he shall not receive any Bonus or any portion of it. |
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Entitling
Event: (a) uplist to NASDAQ (b) the consummation of an equity financing raising (in one or a series of transactions) the aggregate
amount of US$100,000,000; (c) the closing of a sale of all or substantially all the assets of the Company; (d) change of control
transaction reflecting pre-money valuation of USD 100,000,000. |
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15. |
Business
Expenses – The Company shall refund any payment to the Manager for necessary and acceptable business expenses incurred
by the Manager, in accordance with the Company’s policy, as may be updated from time to time. |
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16. |
Taxes
and Mandatory Payments – All of the payments and benefits provided to you under this Employment Agreement are gross
amounts and shall be subject to the withholding of all applicable taxes and deductions required by any applicable law. |
|
The
Manager: |
|
/s/
Einav Brenner |
|
The
Company: |
|
/s/
Yehu Ofer |
|
|
|
|
|
|
|
/s/
Tanya Yosef |
Appendix
B – Deed of Undertaking
This
Deed of Undertaking was executed on February 18, 2024 by Einav Brenner, identity card no. ***, of *** (hereinafter:
the “Manager”).
Since
the Manager wishes to enter into an employment agreement with Odysight.ai Ltd. (the “Company”) and since the preservation
of the Confidential Information (as defined below), the Company’s rights in Inventions (as defined below) and in all of the intellectual
property rights auxiliary to such, are essential to the Company, the Manager is executing this Undertaking as a condition of his employment
by the Company, and he undertakes to perform it verbatim.
In
this Deed of Undertaking, all of the Manager’s undertakings to the Company shall be made to any parent companies, subsidiaries,
sister companies and related companies to the Company, directly or indirectly, and the substitutes or transferees of such companies.
Confidential
Information
1. |
The
Manager recognizes the fact that he has and that he will have access to information that is confidential in nature (whether marked
as such or not), that is related to the Company, including with respect to its commercial secrets, professional knowledge, technology,
products (including products under development), research and development, experiments, formulas and processes, inventions, business,
assets, financial condition, contracts and undertakings, obligations, operations, marketing and sales promotion issues, plans (including
business and financial plans), strategies, procedures, forecasts, customers, suppliers, business partners and third parties to whom
the Company has undertaken to keep information confidential and information relating to its employees, consultants, office bearers,
directors and shareholders (all hereinafter jointly: the “Confidential Information”). The Confidential Information
might be in any form whatsoever, including in writing, oral or on a magnetic or electronic medium. Confidential Information shall
not include information that has come into the public domain as a result of a breach of this Deed of Undertaking by the Manager or
information which the Manager is required to disclose pursuant to the legal demand of a competent authority, on condition that: (a)
the Manager gives notice to the Company of such demand, immediately; (b) the Manager cooperates with the Company, if necessary, in
order to reduce the scope of the demand; (c) the Manager does not disclose it beyond his duty to disclose in accordance with the
aforesaid demand. |
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2. |
During
the term of his employment and at all times thereafter, without any limitation in time, the Manager shall strictly preserve the Confidential
Information and shall ensure its confidentiality, and shall not disclose the Confidential Information to any person or entity and
shall not use the Confidential Information other than for the Company’s benefit. The Manager recognizes and understands that
his work at the Company and his access to the Confidential Information give rise to a relationship of trust with respect to such
Confidential Information. |
|
|
3. |
The
Manager declares that he has been made aware that all of the rights in the Confidential Information are the exclusive property of
the Company (or of the third party to which the Company has undertaken to keep the Information confidential). Without derogating
from the generality of the aforesaid, the Manager agrees that all of the Confidential Information that was prepared, collected, processed,
received, kept or was in his use with respect to his employment in the Company (the “Material”) shall be the exclusive
property of the Company and shall be deemed to be Confidential Information. Everything relating to the Material, including originals,
copies and summaries, shall be transferred by the Manager to the Company upon termination of the term of his employment or at any
time prior to such at the Company’s demand, without the Manager keeping any copies of the above and without the Manager having
a right of lien over them. The Manager shall not remove the Material from the Company, unless such is required by virtue of his job
and for the purpose of his employment, and unless such is permitted in accordance with the Company’s procedures. If the Material
is removed from the Company’s offices as set out above, the Director shall take all of the necessary measures in order to maintain
absolute confidentiality of the Material and shall return such to its place immediately after such use. |
|
|
4. |
Unless
there is a lawful permit or approval for such, the Manager shall not use nor disclose Confidential Information or commercial secrets
belonging to any third parties including to previous employers, towards which the Manager has a duty of confidentiality or non-use
(including any academic institution or any related entity). |
Unfair
Competition and Prohibited Solicitation
5. |
The
Manager undertakes that during the course of his employment at the Company, he shall not contract, set up, open or be in any way
involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, adviser or in any other many,
any business, occupation, employment or any other activity that is in competition with the Company’s business. |
|
|
|
The
Manager undertakes that during the period of 12 months following termination of his employment at the Company for any reason whatsoever,
he shall not contract, set up, open or be in any way involved, directly or indirectly, either as an employee, owner, partner, agent,
shareholder, director, adviser or in any other many, any business, occupation, employment or any other activity that is in which
might reasonably include or require use of the Confidential Information. The Manager hereby confirms that it is reasonable that any
engagement, set-up, opening or involvement, directly or indirectly, whether as an employee, owner, partner, agent, shareholder, director,
adviser or in any other capacity, of any business, profession, employment or any other activity that is in competition with the Company’s
business, as such was during the term of the Manager’s employment, or with the Company’s business as planned during the
term of his employment, might require the use of all or part of the Confidential Information. |
|
|
|
The
Manager agrees that in light of his position at the Company and his exposure to the Confidential Information, the provisions of this
section 5 are reasonable and necessary for the purpose of lawfully protecting the Confidential Information, which constitutes a principal
asset of the Company and he undertakes to perform such as a condition of his employment by the Company. The Manager declares that
he has carefully read the provisions of this undertaking, that he understands the outcome of this undertaking and agrees to the provisions
hereof, and that he has assessed the advantages and disadvantages involved in entry into this undertaking for himself. |
|
|
|
The
Manager hereby declares that he is aware that part of his Salary contains additional consideration that is being provided for the
Manager’s undertaking under this non- competition stipulation. Without derogating from the aforesaid, the Manager declares
that he has the financial capability to enter into this non-competition undertaking. |
|
|
6. |
The
Manager undertakes that during the course of his employment at the Company and for a period of 12 months thereafter, he shall not
solicit, persuade or try to persuade any employee of the Company to cease his employment at the Company or to reduce the scope of
his employment at the Company, and that he shall not employ such an employee. Furthermore, the Manager shall not solicit, persuade,
try to solicit or try to persuade, directly or indirectly, any consultant, service provider, agent, distributor, customer or supplier
of the Company to terminate, reduce or alter their relationship with Company. All of the above shall apply both directly and indirectly. |
Title
to Inventions
7. |
The
Manager shall give notice and shall transfer to the Company or to whomever is appointed for such on its behalf with all inventions,
improvements, enhancements, formulas, processes, techniques, professional knowledge and technological information, whether able to
be registered as a patent, as copyright or any similar law or not, which come into being, are invented, made, developed or raised
as an idea or implemented, or which may be deduced by the Manager alone or jointly with others, during the course of the Manager’s
employment at the Company (including after business hours, on weekends , or during vacations) (all of the aforesaid shall hereinafter
be defined as: “Inventions” or the “Invention”), immediately upon discovery, receipt, generation
or invention thereof, as the case may be. |
|
|
8. |
The
Manager agrees that any Inventions, as of the date of their invention or creation shall be the Inventions of the Company, shall be
the exclusive property of the Company 0and its transferees, and the Company and its transferees shall be the exclusive owners of
all of the property, rights and interests in the patents, copyright, commercial secrets and all of the other rights of any kind whatsoever,
including moral rights with respect to the Inventions. The Manager hereby irrevocably and unconditionally assigns all of the rights
set out below with respect to all of the Inventions to the Company: (1) all property, rights and interests in patents, patent applications
and patent rights, extensions or expansions thereof; (2) rights related to a work, including copyright or applications for copyright,
moral rights (as defined below) and proprietary rights in design; (3) rights related to the protection of commercial secrets and
confidential information; (4) designs and the rights related thereto; (5) other proprietary rights related to intangible assets including
trademarks, service marks and the implementation thereof, commercial names and packaging, and all of the goodwill related to them;
(6) any property, rights and interests in any Invention; and (7) rights to sue for breach of any of the rights set out above and
the right to revenues, royalties and other payments for the rights set out above. The Manager hereby waives all of the moral rights
(as defined below) that it might have with respect to the Inventions, even after termination of his employment at the Company, and
agrees never to sue with respect to such rights. “Moral rights” shall mean any right of an author to claim that
his name be mentioned on his work, any right to object to any change in the work and any similar right that exists under any law
in any country in the world, or under any treaty. |
|
|
9. |
The
Manager has attached hereto as Appendix B1, a list of all of the Inventions, enhancements, improvements, formulas, processes, techniques,
professional knowledge and technological information, whether able to be registered as a patent, as copyright or under any similar
law, or not, and whether in fact implemented or not, original works and commercial secrets created or conceived or belonging to the
Manager (whether generated by the Manager alone or jointly with others), which: (1) were developed by the Manager prior to his contract
with the Company (hereinafter jointly: the “Previous Inventions”); (2) are related to the existing or planned
business, products or research and development of the Company; and (3) are not assigned in favor of the Company pursuant to this
Agreement; or, if the aforesaid Appendix B1 is missing or not attached at all, the Manager hereby declares that no
such Previous Inventions exist. |
|
|
10. |
The
Manager undertakes that during the term of his employment at the Company and thereafter, he shall take all of the actions reasonably
necessary or required by the Company and he shall assist the Company, at its expense, in any way that it may request, in order to
register, preserve, protect and enforce the Inventions in all countries around the world. These actions shall include, inter alia,
the execution of documents and assistance in legal proceedings. The Manager hereby irrevocably authorizes and appoints the Company
or a person appointed on its behalf as attorney for the Manager to act in his stead and in his place, to sign any document, to submit
it and to do any other action on behalf of the Manager which may be permitted under any law in order to enable the registration,
preservation, protection and enforcement of the Inventions in all countries around the world. |
11. |
The
Manager shall not be entitled with respect to the above to any monetary or other consideration apart from that set out expressly
in his Employment Agreement or beyond the provisions of any other special agreement or arrangement in this regard made in writing
and signed by the Company. Without derogating from the generality of the aforesaid, the Manager irrevocably confirms that the consideration
paid to the Manager under the express conditions of this Employment Agreement shall be in lieu of any right that the Manager might
have been entitled to receive by law for payment for the Inventions and the Manager hereby waives any right to receive royalties
or any other payment for the Inventions, including under section 134 of the Patents Law, 5727-1967. With respect to the above, no
arrangement, contract or agreement made orally or in writing shall have any effect unless such is in writing and lawfully signed
by the Company. |
General
12. |
The
Manager declares that in the performance of his undertakings under this Deed of Undertaking, and his function as an employee of the
Company, he is not in breach of any undertaking regarding the assignment of inventions, non-competition, confidentiality or any similar
undertaking towards, or right of, any previous employer (including any academic institution or any related entity). The Manager recognizes
the fact that the Company has relied on this declaration in its decision to employ him at the Company. |
|
|
13. |
The
Manager agrees that the provisions of this undertaking which constitute an integral part of the conditions of his employment, are
reasonable and necessary for the purpose of protecting the legitimate interests of the Company with respect to the subject of this
undertaking. |
|
|
14. |
The
Manager recognizes that in the event of breach of any of the provisions of this Deed of Undertaking, the Company might suffer damages
that cannot be remedied and therefore, in the event of a breach of this Deed of Undertaking, the Company shall be entitled to an
injunction in order to enforce this Deed of Undertaking (without derogating from the other remedies to which the Company might be
entitled in such a case, under any law). |
|
|
15. |
Should
it be ruled by any competent judicial instance that any of the provisions of this Deed of Undertaking are not valid or enforceable,
in any way whatsoever, such provision shall be enforced to the extent possible in accordance with the intention of the Company and
the Manager. If such provision cannot be enforced in accordance with such intention, the provision shall be deemed to have been amended
so that those parts of it which are held, as aforesaid, to be invalid or unenforceable, may be deleted therefrom, only in such country
or region in which the decision that the provision is invalid or unenforceable as aforesaid has been handed down, in accordance with
the local law. In addition, if it is held that a particular provision contained in this undertaking is too broad in terms of the
time periods, geographical scope, actions or subject matter set out herein, it shall be interpreted such that the provision shall
be limited and restricted with respect to such characteristic, so that the provision shall be enforceable to the greatest extent
possible that is suitable to the applicable law as may be in force at such time. |
|
|
16. |
The
provisions of this undertaking shall remain in full force even after termination of the employment between the Company and the Manager,
for any reason whatsoever. This undertaking shall not in any way derogate from the undertakings and liabilities of the Manager under
any law. |
|
|
17. |
The
Manager hereby agrees that following termination of the employment between the Company and the Manager, the Company shall be entitled
to give notice to the Manager’s new employer of the Manager’s rights and obligations pursuant to this Deed of Undertaking. |
|
|
18. |
This
Deed of Undertaking constitutes the full agreement between the Company and the Manager with respect to the subject of this Deed of
Undertaking. Any addition, amendment or waiver of any undertaking pursuant to this Deed of Undertaking shall only be valid if in
writing and signed by the Company as well. The Company’s waiver of the Manager’s undertaking shall constitute a one-time
waiver and shall not constitute a precedent or serve for the drawing of inferences to similar, different or other cases. |
|
|
19. |
This
Deed of Undertaking and the rights and obligations hereunder shall be valid towards the substitutes, transferees and legal representatives
of the Manager and the Company. The Company shall be entitled to assign all or part of its rights under this Deed of Undertaking.
The Manager shall not convert, assign or otherwise transfer the duties imposed upon him under this Deed of Undertaking other than
with the prior written consent of the Company. |
|
The
Manager: |
|
/s/
Einav Brenner |
|
The
Company: |
|
/s/
Yehu Ofer |
|
|
|
|
|
|
|
/s/
Tanya Yosef |
Appendix
C
General
Authorization (Consolidated Version) regarding Employer Payments into Pension Funds and Insurance Funds in lieu of Severance
Pay
Pursuant
to the Severance Pay Law, 5723-1963
By
virtue of my authority pursuant to section 14 of the Severance Pay Law, 5723-1963, (hereinafter: the “Law”), I authorize
that payments made by the Employer as of the date of publication of this Certificate, for the Employee, into a comprehensive pension
in an annuity fund which is not an insurance fund as defined in the Income Tax (Rules for Approval of and Management of Pension Funds)
Regulations, 5724-1964 (hereinafter: a “Pension Fund”), or into an executive insurance policy which includes the ability
to pay an annuity or a combination of payments into an annuity plan and a plan which is not an annuity plan, into such insurance fund
(hereinafter: an “Insurance Fund”), including payments made by combining payments into a Pension Fund and an Insurance Fund,
whether the Insurance Fund contains an annuity plan or not (hereinafter: “Employer Payments”) shall stand in lieu of the
severance pay owing on the Salary out of which the aforesaid payments are made, and for the period paid (hereinafter: the “Severance
Salary”), provided that all of the above exist:
1. |
Employer’s
payments – |
|
|
|
|
(a) |
Into
a Pension Fund shall be no less than 141/3% of the Severance Salary or 12% of the Severance Salary if the Employer
also makes payments for the Employee, in addition to the above, for supplementation of severance pay into a severance pay pension
fund or an Insurance Fund in the Employee’s name in the rate of 21/3% of the Severance Salary. Where the Employer
has not paid the aforesaid 21/3% in addition to the 12%, the Employer’s payments shall stand in lieu of 72% of the
Employee’s severance pay only; |
|
|
|
|
(b) |
Into
an Insurance Fund are no less than one of the following: |
|
|
|
|
|
|
(1) |
131/3%
of the Severance Salary, if the Employer pays for the Employee, in addition to the above, for monthly salary assurance in the event
of loss of capacity to work, under a plan approved by the Commissioner for Capital Markets, Insurance and Savings at the Ministry
of Finance, in the rate required to assure 75% of the Severance Salary at least, or in the rate 21/2% of the Severance
Salary, whichever is the lesser (hereinafter: “Payment for Insurance of Loss of Capacity to Work”); |
|
|
|
|
|
|
(2) |
11%
of the Severance Salary, if the Employer also makes payment for insurance for loss of capacity to work, in which case the Employer’s
payments shall be in lieu of 72% of the Employee’s severance pay, only; should the Employer make payments to supplement severance
pay in addition to the above into a Pension Fund or Insurance Fund for severance pay in the Employee’s name, in the rate of
21/3% of the Severance Salary, the Employer’s payments shall be in lieu of 100% of the Employee’s severance
pay. |
2. |
No
more than 3 months after the commencement of the Employer’s payments, a written agreement is entered into between the Employer
and the Employee containing: |
|
|
|
|
A. |
The
Employee’s consent to an arrangement under this Authorization in a form setting out the Employer’s payments to the Pension
Fund or Insurance Fund, as the case may be; such agreement shall also contain the wording of this Authorization; |
|
|
|
|
B. |
A
waiver by the Employer in advance of any right that it may have to restitution of the monies from its payments, unless the Employee’s
right to severance pay is repudiated in a judgment under sections 16 and 17 of the Law, and to the extent so repudiated, or that
the Employee has withdrawn monies from the Pension Fund or the Insurance Fund not due to an entitling event; in this regard, “entitling
event” – death, disability or retirement at the age of 60 or more. |
|
|
|
|
C. |
This
Authorization shall not derogate from an employee’s right to severance pay under the Law, under a collective agreement, extension
order or employment contract, in respect of salary above the exempt salary. |
(Eliyahu
Yishai)
|
The
Manager: |
|
/s/
Einav Brenner |
|
The
Company: |
|
/s/
Yehu Ofer |
|
|
|
|
|
|
|
/s/
Tanya Yosef |
Exhibit
99.1
Odysight.ai
Announces Appointment of Einav Brenner as Chief Financial Officer
OMER,
Israel, May 6, 2024 – Odysight.ai Inc. (OTCQB: ODYS), a leading provider of visual based predictive maintenance (PdM) and condition-based
monitoring (CBM) solutions, announced the appointment of Ms. Einav Brenner as the Company’s new Chief Financial Officer.
Ms.
Brenner is a seasoned financial executive with more than 15 years of experience in multinational high-tech and pharmaceutical industries.
Prior
to joining Odysight.ai, Ms. Brenner served as the VP Finance of Solato Ltd, a fast-growing food tech company. In her role, Ms. Brenner
supported the establishment of global company activities, including strategic decision making and significant commercial agreements,
building financial and operational teams and infrastructure, and handling fund raising and investor relations. Ms. Brenner also served
as an Executive Director of Finance at RedHill Biopharma Ltd., where she facilitated fund raising activities, managed
complex transactions and legal aspects, and was responsible for Securities and Exchange Commission filings and financial reporting. Prior
to this, Ms. Brenner served in various financial positions at Vizrt Inc., Viola Ventures and PricewaterhouseCoopers.
Ms.
Brenner is a CPA (Israel), holds a Bachelor of Accounting, Economics and Business Administration, and an MBA in Financial Management,
both from Tel Aviv University.
“I
am honored and excited to be appointed as Odysight.ai’s CFO and to join the team of professionals leading the Company through its
continued rapid growth. I have full confidence that the Company’s unique and innovative video sensor and AI based condition
based maintenance(CBM) and predictive maintenance(PM) solutions will set the standard for the aerospace, transportation and energy
industries.”
Yehu
Ofer, Odysight.ai’s CEO, said: “We welcome Einav to Odysight.ai’s industry leading team, exactly at the right time,
coinciding with the Company’s ongoing upward trajectory in commercializing its products. We are confident that Einav’s excellent
professional and personal capabilities will push Odysight.ai forward. We would like to express our deepest appreciation
to Ms. Tanya Yosef, who in her position as VP of Finance will continue to contribute her outstanding knowledge and abilities to the Odysight.ai
team”.
About
Odysight.ai
Odysight.ai
is pioneering the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform. Providing
video sensor-based solutions for critical systems in the aviation, transportation, and energy industries, Odysight.ai leverages proven
visual technologies and products from the medical industry. Odysight.ai’s unique video-based sensors, embedded software, and AI
algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. Odysight.ai’s
platform allows maintenance and operations teams visibility into areas which are inaccessible under normal operation, or where the operating
ambience is not suitable for continuous real-time monitoring. For more information, please visit: https://www.odysight.ai or follow
us on Twitter, LinkedIn and YouTube.
Forward-Looking
Statements
Information
set forth in this news release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to future events or our future performance. All statements contained in this press release that
do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements
regarding the impact of the hiring of Einav Brenner on the Company’s business and the Company’s positive trajectory in commercializing
its products. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other comparable terminology. Those statements are
based on information we have when those statements are made or our management’s current expectation and are subject to risks and
uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-
looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to the
following: (i) market acceptance of our existing and new products, including those that utilize our micro Odysight.ai technology or offer
Predictive Maintenance and Condition Based Monitoring applications, (ii) lengthy product delays in key markets, (iii) an inability to
secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device and related industries from
much larger, multinational companies, (v) product liability claims, product malfunctions and the functionality of Odysight.ai’s
solutions under all environmental conditions, (vi) our limited manufacturing capabilities and reliance on third-parties for assistance,
(vii) an inability to establish sales, marketing and distribution capabilities to commercialize our products, (viii) an inability to
attract and retain qualified personnel, (ix) our efforts obtain and maintain intellectual property protection covering our products,
which may not be successful, (x) our reliance on single suppliers for certain product components, including for miniature video sensors
which are suitable for our Complementary Metal Oxide Semiconductor technology products, (xi) the fact that we will need to raise additional
capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain,
(xii) the impact of pandemics, such as COVID-19 (coronavirus), (xiii) the fact that we conduct business in multiple foreign jurisdictions,
exposing us to foreign currency exchange rate fluctuations, logistical, global supply chain and communications challenges, burdens and
costs of compliance with foreign laws and political and economic instability in each jurisdiction and (xiv) political, economic and military
instability in Israel, including the impact on our operations of the October 7, 2023 attack by Hamas and other terrorist organizations
from the Gaza Strip and Israel’s war against them. These and other important factors discussed in Odysight.ai’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2024 and our other reports filed with
the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.
Except as required under applicable securities legislation, Odysight.ai undertakes no obligation to publicly update or revise forward-looking
information.
Investor
Relations Contact:
Miri
Segal
MS-IR
LLC
msegal@ms-ir.com
Tel:
+1-917-607-8654
v3.24.1.u1
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May 06, 2024 |
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Entity Central Index Key |
0001577445
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Entity Tax Identification Number |
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