8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 12, 2021

SCOUTCAM INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-188920	847-4257143
(Commission File Number)	(I.R.S. Employer Identification No.)

Suite 7A, Industrial Park

P.O. Box 3030, Omer, Israel 8496500

(Address of principal executive offices) (Zip Code)

Tel: +972 73 370-4691

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

[  ]	Written communications 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-commencement 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 April 9, 2021, the Board of Directors of ScoutCam Inc. (the “Board” and the “Company”, respectively) appointed Ms. Inbal Kreiss to serve as a member of the Board. Further, the Board determined that Ms. Kreiss satisfies the independence requirements of Nasdaq and the Securities and Exchange Commission rules. Below is a description of the relevant business experience for Ms. Kreiss:

Ms. Inbal Kreiss (54) is currently the Head of Innovation at the Systems, Missiles and Space Division of the Israeli Aerospace Industries Ltd. (IAI) and Chairwoman of RAKIA, Israel’s 2nd Scientific and Technological Mission to the International Space Station. Since 2013, Ms. Kreiss has served as Deputy Director of the Space Division at IAI, leading the development, construction, launch and operation of observation and communication satellites for both Israeli and foreign users. Prior to that, Ms. Kreiss held various leadership positions within IAI, including chief engineer of Israel’s Arrow 2 anti-ballistic missile defense system from 2000 to 2006, and project manager of the Arrow 3 exo-atmospheric interceptor from 2007 to 2013. Ms. Kreiss holds a B.Sc in chemical engineering from the Technion, Israeli Institute of Technology, an Executive Masters in Business Administration from Tel Aviv University, and completed a visiting research fellowship at the Aeronautics & Astronautics Department of the Massachusetts Institute of Technology (MIT).

Family Relationships

Ms. Kreiss does not have family relationships with any of the current officers or directors of the Company.

Related Party Transactions

There are no transactions between the Company and Ms. Kreiss that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On April 12, 2021, the Company issued a press release announcing the appointment of Ms. Kreiss 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.

Number	Description
99.1	Press release titled “Head of Innovation at the Systems, Missiles and Space Division of the Israeli Aerospace Industries Ltd. (IAI), Inbal Kreiss, to Join ScoutCam’s Board of Directors”

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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.
	By:	/s/ Tanya Yosef
	Name:	Tanya Yosef
	Title:	Chief Financial Officer
Date: April 12, 2021

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EX-99.1

Exhibit 99.1

Head of Innovation at the Systems, Missiles and Space Division of the Israeli
Aerospace Industries Ltd. (IAI), Inbal Kreiss, to Join ScoutCam’s Board of Directors

OMER, Israel, April 12, 2021 ScoutCam (OTCQB:SCTC), a leading developer and manufacturer of customized micro visual solutions and supplementary technologies, today announced that Ms. Inbal Kreiss has been appointed to its board of directors. The appointment of Ms. Kreiss as a director, which adds another independent director to the ScoutCam board, results from a rigorous process to identify prospective directors that will add valuable experience and insight to the board.

Ms. Kreiss brings to ScoutCam an accomplished Aerospace and Defense background. Ms. Kreiss is currently Head of Innovation at the Systems, Missiles and Space Division of the Israeli Aerospace Industries Ltd. (IAI) and Chairwoman of RAKIA, Israel’s 2nd Scientific and Technological Mission to the International Space Station.

Ms. Kreiss will use her business and engineering experience to help steer ScoutCam into the areas of maintenance and predictive maintenance, a critical pillar of Industry 4.0, which are areas that the Company has already identified outstanding opportunities for its technologies. Ms. Kreiss’s specific background will help ScoutCam identify business opportunities in the fields of Aerospace and Defense in order to help maximize the business and market value of some of the Company’s most lucrative proprietary technologies, including its highly resilient micro-video cameras, wired and wireless transmission technologies and more.

“We are pleased to welcome Ms. Kreiss and know she will be a valuable addition to our Board of Directors. Ms. Kreiss is viewed as a highly respected and well-known industry executive” said Prof. Benad Goldwasser, the Executive Chairman of the Board. “This appointment will enable the board of directors to better guide and counsel the Company as it seeks to further penetrate the fore-mentioned areas.”

About ScoutCam

ScoutCam is a leading provider of customized visual solutions for organizations across a variety of industries in the form of highly resistant micro cameras and supplementary technologies. ScoutCam devices are used across the medical, aerospace, industrial, research and defense industries. For more information please visit: https://www.scoutcam.com

Media Contact

info@scoutcam.com

+972 73 370-4691

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on the Company’s expectations, beliefs, assumptions and intentions regarding, among other things, its product-development efforts, business, financial condition, results of operations, strategies or prospects, as of the date of this news release. They are not guarantees of future performance. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things, our ability to maximize the economic potential and monetize the technology covered in the press release; the material and positive effect Ms. Kreiss’s appointment will have on our business and operations; the Company’s ability to effectively maximize Ms. Kreiss’s skills and contributions; Ms. Kreiss’s ability to help the Company secure opportunities in the sectors described in this news release; risks and uncertainties relating to our reliance on third-party suppliers; market acceptance of our products by prospect markets and industries; our ability to raise sufficient funding in order to meet our business and financial goals; and certain other factors summarized in our filings with the Securities and Exchange Commission. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.