SCTC Scoutcam Inc (QB)

Item 1.01 Entry into a Material Definitive Agreement.

On March 16, 2023 (the “Closing Date”), ScoutCam Inc. (the “Company”) entered into and consummated Stock Purchase Agreements (the “Purchase Agreements”) for a private placement (the “Private Placement”) with (i) Moshe Arkin through his individual retirement account (“Arkin”) and (ii) The Phoenix Insurance Company Ltd. (“Phoenix Insurance”) and Shotfut Menayot Israel – Phoenix Amitim (“Phoenix Amitim”), in connection with the sale and issuance of an aggregate of 3,294,117 units (collectively, the “Units”), at a purchase price of US$4.25 per Unit, and for an aggregate purchase price of approximately US$14,000,000. 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$5.50 (the “Warrants”). The shares of Common Stock and Warrants were issued in the Private Placement pursuant to Regulation S of the Securities Act of 1933, as amended.

The Warrants are immediately exercisable and will expire three (3) years from the date of issuance and will be subject to customary adjustments. The closing of the Private Placement was subject to customary representations and warranties and closing conditions and took place on March 16, 2023. No placement agent was retained, and no placement agent fees are payable in connection with the Private Placement. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes, including to further advance its innovative products and technology in the fields of condition based maintenance and predictive maintenance.

In connection with the execution of the Purchase Agreements, the Company undertook to file with the U.S. Securities and Exchange Commission, within one hundred and twenty (120) days of the Closing Date, a registration statement on Form S-1 (or such other form of registration that is then available to effect a registration) covering the resale of the shares of Common Stock issued pursuant to the Purchase Agreements, the shares of Common Stock underlying the Warrants issued pursuant to the Purchase Agreements, any other shares of Common Stock and shares of Common Stock underlying warrants to the extent previously issued to Arkin, Phoenix Insurance or Phoenix Amitim, and any other securities issued or issuable with respect to or in exchange for the foregoing, and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable. The Company will bear all expenses of such registration of the resale of the Common Stock.

Arkin, Phoenix Insurance and Phoenix Amitim are existing shareholders of the Company and Arkin is a member of the Company’s board of directors.

The securities sold in the Private Placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing descriptions of the Purchase Agreements, the Warrants, and the Registration Rights Agreement are summaries of the material terms of such agreements and documents, do not purport to be complete and are qualified in their entirety by reference to the Form of Warrant to Purchase Shares of Common Stock filed as Exhibit 4.1, the Purchase Agreement with Arkin filed as Exhibit 10.1, the Purchase Agreement with Phoenix Insurance and Phoenix Amitim filed as Exhibit 10.2, the Registration Rights Agreement with Arkin filed as Exhibit 10.3 and the Registration Rights Agreement with Phoenix Insurance and Phoenix Amitim filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.