Item 3.02 Unregistered Sale of Equity Securities

On May 18, 2020 (the "Closing Date"), ScoutCam Inc. (the "Company") entered into and consummated a securities purchase agreement (the "Purchase Agreement") with M. Arkin (1999) Ltd. ("Arkin") in connection with the sale and issuance of 2,066,116 units ("Units"), at a purchase price of US$0.968 per Unit, and for an aggregate purchase price of US$2,000,000 . Each Unit consists of: (i) two shares of the Company's common stock par value US$0.001 per share (the "Common Stock") and (ii) (a) one warrant to purchase one share of Common Stock with an exercise price of US$0.595 ("Warrant A") and (b) two warrants, each to purchase one share of Common Stock with an exercise price of US$0.893 ("Warrant B", and together with Warrant A, the "Warrants"). In connection with the Purchase Agreement, the Company issued to Arkin 4,132,232 shares of Common Stock, Warrant A to purchase 2,066,116 shares of Common Stock and Warrant B to purchase 4,132,232 shares of Common Stock. The shares of Common Stock and Warrants were issued to Arkin pursuant to Regulation S of the Securities Act of 1933, as amended.

In connection with the execution of the Purchase Agreement, the Company undertook to file with the U.S. Securities and Exchange Commission, within ninety (90) days of the Closing Date, a registration statement on Form S-1 (or such other form of registration then available to effect a registration for the resale of the securities contemplated and issued therein) covering the resale of the shares of Common Stock issued pursuant to the Purchase Agreement, the shares of Common Stock underlying the Warrants, and any other securities issued or issuable with respect to or in exchange for the foregoing.

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers

On the Closing Date, and as a condition to the consummation of the Purchase Agreement, the Company's board of directors (the "Board") appointed Ms. Irit Yaniv, a designee of Arkin, as a director of the Company. In connection with the appointment of Ms. Yaniv to the Board, the Company, Arkin and Medigus Ltd., a controlling stockholder of the Company ("Medigus"), entered into a certain voting agreement, dated May 18, 2020 (the "Voting Agreement"), whereby Arkin and Medigus each agreed to vote their respective shares of Common Stock in favor of the election of the opposite party's designated representative(s), as applicable, to the Board. The Voting Agreement is contingent upon, inter alia, each of Arkin and Medigus maintaining a certain beneficial ownership threshold in the Company, as defined therein.

The bio for Ms. Yaniv is as follows:

Dr. Irit Yaniv is an experienced and accomplished senior executive in the Medtech industry. She played a significant role in leading Accelmed's ventures portfolio companies, since 2012. Dr. Yaniv was the co-founder of two of Accelmed's portfolio companies, each in the field of metabolic disorders (e.g. diabetes and obesity). Currently, she serves as either the chairperson or as an active board member for the aforementioned Israeli portfolio companies. Dr. Yaniv holds an MD from the Ben-Gurion University in Beer Sheva, Israel, and an MBA from the Recanati Business School at Tel Aviv University.




Item 8.01. Other Events.

On May 19, 2020, the Company issued a press release announcing the consummation of the Purchase Agreement and related information, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.





Item 9.01 Exhibits.



(d) Exhibits.



Exhibit
No.       Description

10.1        Securities Purchase Agreement, dated May 18, 2020, by and between
          ScoutCam Inc. and M. Arkin (1999) Ltd.
10.2        Registration Rights Agreement, dated May 18, 2020, by and between
          ScoutCam Inc. and  M. Arkin (1999) Ltd.
10.3        Voting Agreement, dated May 18, 2020, by and among ScoutCam Inc.
          Medigus Ltd. and M. Arkin (1999) Ltd.
10.4        Letter Agreement, dated May 18, 2020, by and among ScoutCam Inc.,
          ScoutCam Ltd., Medigus Ltd. and M. Arkin (1999) Ltd.
10.5        Form of Warrant A by and between ScoutCam Inc. and M. Arkin (1999)
          Ltd.
10.6        Form of Warrant B by and between ScoutCam Inc. and M. Arkin (1999)
          Ltd.
99.1        Press Release, dated May 19, 2020

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