0001577445
false
0001577445
2023-08-17
2023-08-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 17, 2023
ODYSIGHT.AI
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.) |
Suite
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.
Appointment
of Director
On
August 13, 2023, the Board of Directors of Odysight.ai Inc. (the “Board” and the “Company”, respectively) appointed
Mr. Nir Nimrodi to serve as a member of the Board. Further, the Board determined that Mr. Nimrodi satisfies the independence requirements
of Nasdaq and the Securities and Exchange Commission rules. Below is a description of the relevant business experience for Mr. Nimrodi:
Nir
Nimrodi has served as chairman and chief executive officer of Accellix Inc., a life sciences company, since May 2019 and has over
25 years’ experience working in start-ups and large global businesses in the life sciences, pharmaceutical, and biotechnology industries.
From 2014 to April 2019, Mr. Nimrodi was the chief business officer of Intrexon (currently Precigen, Inc.). Prior to this, he held several
executive roles at Life Technologies Inc. (now part of Thermo Fisher), and was chief executive officer at Proneuron Biotechnologies Inc.
and Mindsense Biosystems Ltd. In addition, Mr. Nimrodi currently serves as a member of the board of Evogene Ltd. (NASDAQ: EVGN) and Genesee
Scientific, a private company. Mr. Nimrodi holds a B.A. in Economics and an MBA from Tel-Aviv University.
Mr.
Nimrodi will receive quarterly fees for his service as a director as described in Item 11 of the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 28, 2023.
There
are no other arrangements or understandings pursuant to which Mr. Nimrodi was appointed director. There are no family relationships among
any of the Company’s directors, executive officers, and Mr. Nimrodi. Except as described above, there are no related party transactions
between the Company and Mr. Nimrodi reportable under Item 404 of Regulation S-K.
Item
8.01. Other Events.
On
August 17, 2023, the Company issued a press release announcing the appointment of Mr. Nimrodi 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. 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.
| |
ODYSIGHT.AI INC. |
| |
|
|
| Date:
August 17, 2023 |
By: |
/s/ Tanya
Yosef |
| |
Name: |
Tanya
Yosef |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Odysight.ai
Inc. Announces Appointment of
Nir
Nimrodi to its Board of Directors
OMER,
Israel, August 17, 2023 – Odysight.ai Inc. (OTCQB: SCTC), a leading provider of visual based predictive maintenance (PdM) and condition-based
monitoring (CBM) solutions, today announced that Mr. Nir Nimrodi has been appointed to its board of directors.
“We
are pleased to welcome Mr. Nimrodi to the Odysight.ai board of directors.” Said Professor Benad Goldwasser, Chairman
of the Board of Odysight.ai “We believe his global leadership experience in the biotech and life science industries
will support our long-term growth strategy. With the addition of Mr. Nimrodi to our board of directors, Odysight.ai reinforces
its commitment to driving sustainable growth and global industry leadership.”
Mr.
Nimrodi is currently the Chairman and Chief Executive
Officer of Accellix Inc., a growth stage company focused on enabling cell and gene therapy companies to meet their key product QC requirements
by providing fast and actionable multi-parametric results. Mr. Nimrodi brings more than 25 years of global leadership experience.
Prior to Accellix, Mr. Nimrodi served as Chief Business Officer at Intrexon (currently Precigen, Inc.), and was Vice
President and General Manager at Life Technologies (now part of Thermo Fisher), where he took part in the company’s
rapid growth from $1.2 to $3.8 billion in revenues during that time. Mr. Nimrodi studied at Tel-Aviv University and holds an MBA, focusing
on Finance and Economics.
“Odysight.ai
has assembled a highly experienced management team who, I believe, will successfully deploy the company’s first of its kind PdM
and CBM visualization and AI platform, which is relevant across various verticals and for several markets”, said Mr. Nimrodi. “I
am looking forward to supporting the company in its anticipated rapid growth”.
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’s.ai 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’s.ai
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, the material
and positive effect Mr. Nimrodi’s appointment will have on our business and operations; the Company’s ability to effectively
maximize Mr. Nimrodi’s skills and contributions; and Mr Nimrodi’s ability to help the Company secure opportunities as described
in this press release. 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) and (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. 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 28, 2023 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
Company
Contact:
Tanya
Yosef, CFO
tanya.yosef@odysight.ai
Tel:
+972 (73) 370 469
v3.23.2
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 3 such as an Office Park
| Name: |
dei_EntityAddressAddressLine3 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Scoutcam (QB) (USOTC:SCTC)
Historical Stock Chart
From Apr 2024 to May 2024
Scoutcam (QB) (USOTC:SCTC)
Historical Stock Chart
From May 2023 to May 2024
