Current Report Filing (8-k)
June 08 2023 - 7:11AM
Edgar (US Regulatory)
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0001577445
2023-06-04
2023-06-04
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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): June 4, 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) |
|
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|
|
☐ |
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 4, 2023, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital
voted by written consent to change our name from “ScoutCam Inc.” to “Odysight.ai Inc.” The Company’s Board
of Directors approved an amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of June 4, 2023,
to reflect the name change. In addition, on June 5, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate
of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to effect the name change, with such request
approved as of June 5, 2023.
The
Company has also filed a Corporate Action with the Financial Industry Regulatory Authority to effectuate such name change with OTC Markets
and adopt a new ticker symbol.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
disclosure set forth above in Item 5.03 of this Current Report on Form 8-K with respect to the Company’s name change is incorporated
by reference herein.
Item
7.01 Regulation FD Disclosure.
On
June 8, 2023, the Company issued a press release announcing the rebranding and name change to “Odysight.ai”, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Information
contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission
nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and 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.
|
ODYSIGHT.AI
INC. |
|
|
|
Date:
June 8, 2023 |
By: |
/s/
Tanya Yosef |
|
Name:
|
Tanya Yosef |
|
Title:
|
Chief Financial Officer |
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