Item 2.01. Completion of Acquisition or Disposition of Assets.

The Exchange Agreement and Related Transactions

On December 30, 2019, each of the transactions contemplated under the Exchange Agreement were consummated. As a result of the transactions, ScoutCam became the wholly-owned subsidiary of Intellisense, and Medigus owns shares of Common Stock representing 60% of the issued and outstanding share capital of the Company as of the SEA Closing. The Exchange Agreement was filed as Exhibit 10.1 to the Initial 8-K filed with the SEC on September 17, 2019, of which is incorporated by reference herein.





Accounting Treatment

The consummation of the Exchange Agreement is being treated as a reverse acquisition of ScoutCam for financial accounting and reporting purposes. As such, ScoutCam is treated as the acquirer for accounting and financial reporting purposes while Intellisense is treated as the acquired entity for accounting and financial reporting purposes. Further, as a result, the historical financial statements that will be reflected in the Company's future financial statements filed with the SEC will be those of ScoutCam, and Intellisense's assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of ScoutCam.

Smaller Reporting Company

Following the consummation of the Exchange Agreement, the Company will continue to be a "smaller reporting company," as defined in Regulation S-K promulgated under the Exchange Act.





                                    BUSINESS

Our Corporate History and Background

Intellisense was incorporated under the laws of the State of Nevada on March 22, 2013. We were initially engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian food products over the Internet. However, we were unable to execute our original business plan, develop significant operations or achieve commercial sales.








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We received initial funding in March of 2014 in the aggregate amount of $19,980 through the sale of Common Stock to two of our former officers and directors, who purchased in the aggregate 1,998,000 shares of our Common Stock at $0.01 per share.

On January 10, 2019, we formed Canna Patch Ltd., an Israeli corporation ("Canna Patch"), of which 90% was initially owned by Intellisense, and the remaining 10% owned by Rafael Ezra, Canna Patch's Chief Technology Officer. Canna Patch does not have any operations and on December 4, 2019, we sold 100% of our holdings in Canna Patch.

As a result of our acquisition of ScoutCam, we now own all of ScoutCam's issued and outstanding share capital. We plan to integrate and fully adopt ScoutCam's business into the Company as our primary business activity.

ScoutCam was formed in Israel on January 3, 2019 as a wholly owned subsidiary of Medigus. ScoutCam was incorporated as part of a reorganization of Medigus, which was designed to distinguish ScoutCam's miniaturized imaging business, or the micro ScoutCam™ portfolio, from Medigus's other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the promotion of such technology (the "Reorganization"). In December 2019, Medigus and ScoutCam consummated a certain Amended and Restated Asset Transfer Agreement, which transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business (the "Amended and Restated Asset Transfer Agreement").

As of the date of this Current Report, substantial portions of Medigus's revenues have been derived from the micro ScoutCam™ portfolio appeal within the medical and industrial fields. ScoutCam has recently begun examining additional applications for the micro ScoutCam™ portfolio outside of the medical device industry, among others, the defense, aerospace, automotive, and industrial non-destructing-testing industries. We plan to further expand the activity in these non-medical spaces.

Our current corporate structure is as follows:





                               [[Image Removed]]



  (1) Medigus's allocated percentage is on an issued and outstanding basis
      immediately upon the SEA Closing, and, therefore, is calculated prior to the
      issuance of any shares underline the warrants issued pursuant to the
      Purchase Agreement.




Sales and Marketing

ScoutCam's vision is to improve organizations' performance across industries through expanding the visualization capabilities of their technologies. Its mission is to become a global leader in providing custom-tailored visualization solutions that are unique and innovative to organizations across industries based on small and highly resistant cameras and supplementary technologies. Since ScoutCam is focused on custom-tailored solutions, it has a very limited offering of off-the-shelf products, which are used mainly as demonstrators for new prospects of its technology and capabilities, rather than as a major source of revenue. Moreover, as ScoutCam focuses only on the visualization apparatus and supporting components, including for example a small camera, illumination, cleaning method (e.g., irrigation), and/or a mechanical structure based on the customer's needs, in most cases its products are components of the customer end-user products rather than independent end-user products.

ScoutCam's business model includes engaging customers seeking to add a video visualization to its existing or new product(s) in two phases. During the first phase, ScoutCam conducts the research and development that is required in order to specify, develop, and produce the designated visualization apparatus, all for an agreed compensation (e.g. a non-recurrent engineering fee). During the second phase, ScoutCam manufactures the apparatus and sells it to the customer for an agreed transfer price. In some cases, upon a customer's request, ScoutCam offers complete 'turn-key' contracts, in which ScoutCam is responsible for most or all product phases, from the specifications phase to the provision of components or products that are complete, packaged and ready for sale. In such cases, ScoutCam may conduct the necessary regulatory tests and handle the required regulatory approvals. In addition, ScoutCam may also be responsible, as necessary, for, inter alia, packaging, sterilization, labeling and shipment.








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ScoutCam's customers are technology-based companies and organizations of all sizes, from early stage start-ups to large, well-established, international corporations. However, ScoutCam prefers engaging the latter business partnership as larger corporations provide financial stability, large quantities, reoccurring revenue, and valid forecasts for extended durations. In addition, ScoutCam engages customers from various industries, such as biomedical, aerospace, certain sensitive or classified industries, security and defense, and research.

ScoutCam interacts with prospects globally in order to engage in new projects by various business development and marketing means. The core ScoutCam team that is responsible for these efforts includes a highly experienced VP Business with over 20 years of experience in machine-vision and medical device, and ScoutCam recently recruited a sales representative. ScoutCam uses both active and passive marketing measures to gather interest from potential customers. These efforts may include the following:





  ? engaging third party companies as territorial representatives in key markets;

  ? initiating business engagements based on leads received through ScoutCam's
    website or via other methods or means;

  ? conducting initial R&D together with such prospects in order to evaluate the
    feasibility of their contemplated projects;

  ? maintaining an updated and detailed website presenting ScoutCam's core
    competency and proven track record;

  ? promoting ScoutCam's website in different search engines and other digital
    forums through SEO campaigning as well as other proactive digital marketing
    measures;

  ? employing certain social media platforms for campaigning and advertising;

  ? reconnecting with ScoutCam's large database, which includes a multitude of
    past prospects;

  ? developing and refining marketing communications materials, including digital
    and printed brochures;

  ? issuing a periodical newsletter to allow for communicating new technologies,
    solutions, and achievements to existing and potential customers; and

  ? participating in major vision technology exhibitions such as AIA Vision Show
    (USA) and Vision Show (Germany).




Our Customers

Currently, ScoutCam has two major customers that generate most of its current and forecasted revenue in the near term. One of them is a large international bio-med company. ScoutCam develops a visualization component for this customer's invasive surgical device. The other customer is a US based company that develops and markets minimally invasive, surgical devices for skeletal and soft-tissue procedures. The company specializes in orthopedic surgeries of the extremities.

In addition to these two material customers, ScoutCam is engaged in initial negotiations with multiple potential customers operating in a variety of sectors, including biomedical, aerospace, military and security and others. ScoutCam is pursuing these potential engagements with the goal of securing research and development contracts that may then materialize into multi-year production contracts.





Competition

ScoutCam previously operated without competition from other companies; however, . . .

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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

Upon the SEA Closing, and as of December 26, 2019, each of (i) Mr. Idan Maimon, chief executive officer and director of Intellisense, (ii) Mr. Eyal Ben Ami, director of Intellisense, and (iii) Mr. Oded Gilboa, chief financial officer of Intellisense, resigned from their respective offices with Intellisense. None of the foregoing resignations are in connection with any disagreement with the Company on any matter or any of the Company's operations, policies, practices or otherwise. Mr. Gilboa will remain employed by the Company as an employee until January 31, 2019.

Concurrent with the foregoing resignations, each of (i) Professor Benad Goldwasser, (ii) Mr. Shmuel Donnerstein, (iii) Mr. Issac Zilberman, (iv) Mr. Lior Amit and (v) Mr. Ronen Rosenbloom were appointed to the board of directors of Intellisense, and Professor Goldwasser was appointed chairman of the board of directors. On December 27, 2019, Mr. Yaron Silberman was appointed to the position of chief executive officer of Intellisense, and Ms. Tanya Yosef was appointed to the position of chief financial officer.

For certain biographical and other information regarding the newly appointed directors and officers, see the disclosure under the heading "Management" of this Form 8-K, which disclosure is incorporated herein by reference.

For information regarding transactions between our company and the newly appointed directors and officers that would require disclosure under Item 404(a) of Regulation S-K, see the disclosure in this Form 8-K under the heading "Certain Relationships and Related Transactions," which disclosure is incorporated herein by reference.





                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements set forth in Item 9.01(a) of this Current Report on Form 8-K are incorporated by reference into this item.

Item 9.01. Financial Statements and Exhibits.

(a) Carve-out Financial Statements of ScoutCam, Financial Statements of Intelllisense and Pro Forma Financial Statements

In accordance with Item 9.01(a): (i) ScoutCam's audited carve-out financial statements for the years ended December 31, 2017 and December 31, 2018 and unaudited carve-out financial statements for the nine and three months ended September 30, 2018 and September 30, 2019, are filed as Exhibit 99.1 to this Current Report on Form 8-K, (ii) Intellisense's audited financial statements for the years ended December 31, 2017 and December 31, 2018 and for the nine and three months ended September 30, 2018 and September 30, 2019, are filed as Exhibit 99.2 to this Current Report on Form 8-K, and (iii) unaudited pro forma combined condensed financial statements, are filed as Exhibit 99.3 to this Current Report on Form 8-K.





(b) Exhibits



The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K.






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                                    EXHIBITS



Exhibit
Number       Description
3.1            Articles of Incorporation (incorporated by reference to
             Intellisense Solutions Inc.'s Registration Statement on Form S-1
             filed with the Commission on May 29, 2013)
3.2            Bylaws (incorporated by reference to Intellisense Solutions Inc.'s
             Registration Statement on Form S-1 filed with the Commission on May
             29, 2013)
10.1           Securities Exchange Agreement, dated September 16, 2019, by and
             between Intellisense Solutions Inc. and Medigus Ltd. (incorporated by
             reference to our Report on Form 8-K filed with the SEC on September
             17, 2019)
10.2*          Form of Securities Purchase Agreement, dated December 26, 2019, by
             and between Intellisense Solutions Inc., ScoutCam Ltd., and certain
             investors listed therein
10.3*          Form of Escrow Agreement, dated December 26, 2019, by and between
             ScoutCam Ltd., Intellisense Solutions Inc., Altshuler Shaham Trusts
             Ltd., and those certain investors that are a party to the Securities
             Purchase Agreement dated December 26, 2019
10.4*          Form of Warrant A by and between Intellisense Solutions Inc. and
             those certain investors that are a party to the Securities Purchase
             Agreement dated December 30, 2019
10.5*          Form of Warrant B by and between Intellisense Solutions Inc. and
             those certain investors that are a party to the Securities Purchase
             Agreement dated December 30, 2019
10.6*          Form of Registration Rights Agreement, dated December 26, 2019, by
             and between Intellisense Solutions Inc. and those certain investors
             that are a party to the Securities Purchase Agreement dated December
             26, 2019
10.7*          Amended and Restated Asset Transfer Agreement, by and between
             ScoutCam Ltd. and Medigus Ltd., dated December 1, 2019
10.8*          Consulting Agreement by and between ScoutCam Ltd. and Professor
             Benad Goldwasser, dated July 31, 2019
21.1*          Subsidiaries of the Registrant
99.1*          Carve-out Financial Statements of ScoutCam Ltd.
99.2*          Financial Statements of Intellisense Solutions Inc.
99.3*          Pro Forma Combined Condensed Financial Statements of Intellisense
             Solutions Inc. and ScoutCam Ltd.






* Filed herewith







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