What changed in this filing

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Item 1. Business

2021-03-31 compared with 2020-03-16 · 330 added, 85 removed, 41 unchanged (91% of the section changed)

in Fiscal Year End

January 28, 2020, our board of directors determined to change our fiscal year end from March 31 to December 31.

are engaged in the development, production and marketing of innovative miniaturized imaging equipment known as our micro ScoutCam™

portfolio for use in medical procedures as well as various industrial applications.

As of the date of this Annual Report, we derive

a substantial portion of our revenue from applications of our micro ScoutCam™

portfolio within the medical and industrial

We have recently begun examining additional applications for our micro ScoutCam™

portfolio outside of the medical

device industry, including in, among others, the defense, aerospace, automotive, and industrial non-destructing-testing industries.

technology for use in medical procedures as well as various applications in other industries.

Our current business model is that

of a B2B approach, in which we seek to identify target businesses interested in integrating our micro ScoutCam™

or commissioning individual projects using our technology.

As of the date of this prospectus, we derive a substantial portion

of our revenue from applications of our micro ScoutCam™

technology within the medical and industrial fields.

We have recently

begun examining additional applications for our micro ScoutCam™

portfolio outside of the medical device industry, including

sectors such as, inter alia, the homeland security and defense, aerospace (including commercial drones, unmanned aerial vehicles

(UAV) and manned airplanes), automotive, industrial non-destructing-testing industries, and predictive maintenance (i.e.

4.0) based on Internet of Things (IoT).

We plan to further expand the activity in these non-medical spaces.

History and Background

above (from left to right) are the Company’s micro ScoutCam TM 1.0 Lum and micro ScoutCam™

Company’s eye-endoscope, which includes a camera at the distal tip, integrated illumination and embedded irrigation, which

is only 1.2 mm in outer diameter.

March 22, 2021, the Company undertook to issue to certain investors (the “Investors”) 22,222,223 units (the “Units”)

in exchange for an aggregate purchase price of $20 million (the “Private Placement”).

Each Unit consists of (i) one

share of the Company’s Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of

US$1.15 per share (the “Warrant”

and the “Exercise Price”).

Each Warrant is exercisable

until the close of business on March 31, 2026.

Pursuant to the terms of the Warrants, following April 1, 2024, if the closing

price of the Common Stock equal or exceeds 135% of the Exercise Price (subject to appropriate adjustments for stock splits, stock

dividends, stock combinations and other similar transactions after the issue date of the Warrants) for any thirty (30) consecutive

trading days, the Company may force the exercise of the Warrants, in whole or in part, by delivering to the Investors a notice

of forced exercise.

Corporate History and Background

were incorporated as a corporation under the laws of the State of Nevada on March 22, 2013 under the name Intellisense Solutions

Inc., or Intellisense.

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.

received initial funding in March 2014 in the aggregate amount of $19,980 through the sale of our common stock to two of our former

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.

received initial funding in March 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.

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operations and on December 4, 2019, we sold 100% of our holdings in Canna Patch.

September 16, 2019, Intellisense and Medigus entered into that certain Exchange Agreement (as defined herein).

For additional

information about the Exchange Agreement, refer to “—Certain Relationships and Related Party Transactions”

December 30, 2019, we acquired ScoutCam Ltd.

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issued and outstanding share capital.

Following this acquisition, we integrated and fully adopted ScoutCam Ltd.’s business

into our Company as our primary business activity.

was formed in the State of Israel on January 3, 2019 as a wholly-owned subsidiary of Medigus Ltd., or Medigus, an Israeli

company traded on the Nasdaq Capital Market and the Tel Aviv Stock Exchange, and commenced operations on March 1, 2019.

was incorporated as part of a reorganization of Medigus (the “Reorganization”), which was designed to distinguish

ScoutCam Ltd.’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.

December 2019, Medigus and ScoutCam Ltd.

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.

We plan to integrate and fully adopt ScoutCam Ltd.’s business into our Company as

our primary business activity.

ScoutCam Ltd.

in the State of Israel on January 3, 2019 as a wholly-owned subsidiary of Medigus, an Israeli company traded on the Nasdaq Capital

Market, and commenced operations on March 1, 2019.

ScoutCam Ltd.

was incorporated as part of a reorganization of Medigus, which

was designed to distinguish ScoutCam Ltd.’s miniaturized imaging business, or the micro ScoutCam™

portfolio, from

Medigus’

other operations and to enable Medigus to form a separate business unit with dedicated resources focused on the

promotion of such technology.

On December 1, 2019, Medigus and ScoutCam Ltd.

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.

For additional information about the Amended and Restated Asset Transfer Agreement, refer to “—Certain

Relationships and Related Party Transactions”

On May 18, 2020, in connection with the Arkin Transaction (as defined

below), the Company and Medigus entered into a certain Side Letter Agreement (the “Letter Agreement”), whereby the

parties agreed to amend certain terms of the Amended and Restated Asset Transfer Agreement and the License Agreement.

For additional

information about the Letter Agreement, refer to “—Certain Relationships and Related Party Transactions”

April 20, 2020, ScoutCam Ltd.

entered into an Amended and Restated Intercompany Services Agreement with Medigus (the “Intercompany

Services Agreement”), which effectively amended and restated an intercompany services agreement dated May 30, 2019.

additional information about the Intercompany Services Agreement, refer to “—Certain Relationships and Related Party

Transactions”

and Marketing

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as demonstrators for new prospects of our technology and capabilities, rather than as a major source of revenue.

we focus only on the visualization apparatus and supporting components, including for example a small camera, illumination, cleaning

methods (e.g., irrigation), and/or a mechanical structure based on the customer’s needs, in most cases our products are

components of the customer’s end-user products rather than independent end-user products.

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, we conduct the research and development that is required in order to specify, develop, and product the

designated visualization apparatus, all for an agreed compensation (e.g., a non-recurrent engineering fee).

During the second

phase, we manufacture the apparatus and sell it to the customer for an agreed transfer price.

In some cases, upon a customer’s

request, we offer complete ‘turn-key’

contracts, in which we are 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,

we may conduct the necessary regulatory tests and handle the required regulatory approvals.

In addition, we may also be responsible,

as necessary, for, inter alia , packaging, sterilization, labeling and shipment.

customers are technology-based companies and organizations of all sizes, from early stage start-ups to large, well-established,

we focus only on the visualization apparatus and supporting components, including for example a small camera (that consists of

a miniature CMOS video sensor, optics, filters, electronics, housing and cables), illumination, cleaning methods (e.g., irrigation),

and/or a mechanical structure based on the customer’s needs, in most cases our products are components of the customer’s

end-user products rather than independent end-user products.

illustrative examples of our component parts that have been previously integrated into our clients’

end-user products include:

Company’s micro ScoutCam™

6.5 Lum, pictured above, was integrated into a NASA-commissioned project, and as a result

it became the first micro camera utilized in orbit, and thereafter was successfully operated outside the International Space Station

in May 2015 (see:

nexis.gsfc.nasa.gov/rrm_phase2vipir.html and youtu.be/O9bmZJATnJs).

above is a single-use visualization solution that was developed and sold to A.M.

Surgical, which was designed to replace expensive

and bulky reusable endoscopes used in carpal tunnel surgery by their Stratos surgical device.

We prepared both wired and wireless

Wireless device was cleared for marketing by the US Food and Drug Administration (FDA) and it is compliant with

FCC regulations.

business model includes engaging companies seeking to add a video visualization to their existing or new product(s) or looking

into developing new products that include micro video visualization.

Accordingly, our customer base is exclusively comprised of

businesses, and therefore we are entirely removed from marketing, manufacturing, selling and distributing end-user products to

Our engagement with businesses is ordinarily conducted in two phases.

During the first phase, we conduct the research

and development that is required in order to specify, design, develop, and product the designated visualization apparatus, all

for an agreed compensation (e.g., a non-recurrent engineering fee).

During the second phase, we manufacture the apparatus and

sell it to the customer for an agreed transfer price.

In some cases, upon a customer’s request, we offer complete ‘turn-key’

contracts, in which we are 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, we may conduct the necessary regulatory tests and handle

the required regulatory approvals.

In addition, we may also be responsible, as necessary, for, inter alia , packaging, sterilization,

labeling and shipment.

customers include technology-based companies and organizations of all sizes, from early stage start-ups to large, well-established,

international corporations.

However, we prefer engaging the latter business partnership as larger corporations provide financial

stability, large quantities, recurring revenue, and valid forecasts for extended durations.

In addition, we engage customers from

various industries, such as biomedical, aerospace, certain sensitive or classified industries, security and defense, and research.

interact with prospects globally in order to engage in new projects by various business development and marketing means.

ScoutCam team that is responsible for these efforts includes a highly experienced VP Business.

We use both active and passive

marketing measures to gather interest from potential customers.

These efforts may include the following:

stability, large purchased quantities, recurring revenue, and valid forecasts for extended durations.

In addition, we engage customers

from various industries, such as biomedical, aerospace, certain sensitive or classified industries, security and defense, and

order to locate and secure new customers we employ both active and passive marketing strategies.

As part of our active approach,

we employ three business development managers who analyze target industries and assess whether micro visualization components

may add value to companies operating in those industries.

Once we have identified a potentially relevant industry, we approach

a variety of target companies and market the benefits of integrating our micro visualization components into their products.

of the current date, we are in the process of expanding our business development team in order to better and more effectively

implement the foregoing marketing strategy.

In addition, in order to assist us in identifying such industries and target companies,

we consult with subject matter experts from various industries.

addition to the active marketing strategy described above, we also employ a multitude of available marketing channels in order

to increase the exposure of our services to relevant industries.

These marketing channels include advertising, participating in

relevant tradeshows and conferences, web-marketing, which includes a well maintained website, Search Engine Optimization (SEO),

social media presence, frequent distributions of press-releases in target countries, as well as conventional marketing means,

including brochures, presentations, etc.

Additionally, we issue industry-specific marketing materials that are tailored to highlight

the relevant features of our technology to a specific target industry.

described above, we interact with prospects globally in order to engage in and secure new projects by various business development

and marketing means, specifically by way of active and passive marketing measures in order to gather interest from potential customers.

These efforts may include, but are not limited to, the following:

third party companies as territorial representatives in key markets;

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

we have two major customers that generate most of our current and forecasted revenue in the near term.

One of them is a large

international bio-med company.

We develop a visualization component for this customer’s invasive surgical device.

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.

addition to these two material customers, we are engaged in initial negotiations with multiple potential customers operating in

a variety of sectors, including biomedical, aerospace, military and security, and others.

We are pursuing these potential engagements

with the goal of securing research and development contracts that may then materialize into multi-year production contracts.

addition to our business development efforts that are mainly based on currently existing or future customer needs, we aim to identify

new market opportunities.

These efforts include systematical analysis of industrial fields as well as medical fields and procedures

in order to identify where miniature visualization solutions might benefit and attract value.

To this end, we have contracted

business development executives with expertise in these fields that are using various resources and interviewing potential uses

in identifying the most promising opportunities.

When a potential opportunity is identified we protect our rights by establishing

the relevant intellectual property safeguards, develop various prototypes that may be relevant for the specific application and

engage the key opinion leaders of that field to validate the feasibility of our solutions.

Given that we are not a B2C company,

our business model does not include commercialization of end-user products;

nevertheless, we intend to engage relevant companies

to partner with us in order to convert our innovative prototypes into market-ready products, completing the required regulatory

clearances, and commercializing them based on revenue share models.

have certain internal procedures in place for when a potential customer is identified, which when triggered helps provide a roadmap

for the ensuing working relationship with that potential customer.

Prior to any formal engagement with a potential customer, two

of our departments –

business development and R&D –

work in parallel and in accordance with their own internal

The goal of this work is to define an understanding with the customer that will ordinarily incorporate two

(a) an R&D phase, during which the R&D team develops a custom-tailored visualization component that synthesizes

our technology and skill with the customer’s stated requirements, specifications, and business constraints, and which phase

generally includes a formal agreement with respect to the Non-Recurrent Engineering (NRE) fee that is typically payable according

to a pre-defined set of milestones;

and (b) a production phase, during which we manufacture and supply the component part for

an agreed upon transfer price.

the years, we have implemented a pricing scheme that allows us to separately price services rendered during the previously described

Pricing of this first phase is typically prepared by the engineering team, which provides an assessment of the anticipated

costs associated with the R&D of the project, which price will depend on a given customer’s specifications and project

Such costs may include, inter alia, engineering labor, any contracts with sub-contractors, tooling, off-the-shelf and

newly designed components, materials, prototypes production, testing, management overhead, and travel costs.

Once we have completed

our cost estimation for the R&D phase, we issue our quote with a certain margin to the customer.

order to price the transfer price that will be issued in connection with the aforementioned second phase, the expected Bill-Of

Material (BOM) and Cost-Of-Good Sold (COGS) are established and we price it accordingly with a certain margin to the customer.

Often times there are certain modifications to the original project outlined and agreed upon in the R&D phase, which might

necessitate an increase or decrease to the pricing of the overall project.

For that reason, we tend to include a certain margin

of flexibility in the final target transfer price.

In addition, we usually link the end transfer price with both annual and per-order

Minimum Order Quantities (MOQ), in order to reflect the actual production quantity of the COGS as well as to commercially incentivize

the customer to order larger quantities.

the negotiation process and the contract drafting are usually done in collaboration with the customer, such that both sides can

verify throughout the process that the final agreement meets their technological and business expectations.

Furthermore, we are

keen to maintain close contact with the customer throughout the two phases of our engagement with the customer, including for

example, by way of teleconferences, virtual and actual meetings, document exchanges, on-site visits, and reporting of any completion

of predefined milestones.

Currently, we have three

major customers that generate most of our current and forecasted revenue in the near term:

(1) a large international bio-med company

that is developing a visualization component for its invasive surgical device, (see ‘Customer B’

in note 11 to

our financial statements for the year ended December 31, 2020) (2) a medical device company that specializes in orthopedic

surgeries and develops and markets minimally invasive surgical devices, (see ‘Customer A’

in note 11 to our financial

statements for the year ended December 31, 2020), and (3) a commercial vehicle manufacturer in the aerospace sphere that is

engineering a prototype for remote diagnostics of jet engines, (see ‘Customer C’

in note 11 to our financial

statements for the year ended December 31, 2020).

addition to these three material customers, we are engaged in initial negotiations with multiple potential customers operating

in a variety of sectors, including biomedical, aerospace, industry, military and security, and others.

We currently consider the

biomedical and aerospace industries to be our core target industries, and from which we receive the greatest level of interest

We are pursuing these potential engagements with the goal of securing research and development contracts that may

then materialize into multi-year production contracts.

We are in various stages of engagement with a variety of customers in all

the above mentioned industries.

the biomedical space, for example, we generally seek to partner with medical device and pharmaceutical companies that develop

endoscopes with or without additional functionality.

This variation allows the endoscope to be introduced into anatomical parts

that were previously irrelevant within the video-endoscope space either because of the outer diameter and/or price.

we focus on single-use products that accommodate the global trend to transition from expensive, multi-use products that require

thorough a cleaning protocol, but which cannot be sterilized, to single-use products.

the defense and military space, we have partnered with the research and development apparatus of the Israel Defense Forces, specifically

to assist in the development of a small and lightweight “basket of cameras”

that can be mounted on either a military-grade

helmet or a balloon-type device, which would enable the viewer to 360 degrees of vision from the mounted vantage point, in addition

to automatic threat detection.

we have recently mobilized efforts to market the possibility of employing the micro ScoutCam™

technology for the purposes

of monitoring bearings and other sensitive mechanical structures in the IAF helicopters and UAVs.

Such an application would complement

the rising global market trends associated with Industry 4.0 and Internet of Things (IoT), in which machines are programmed to

test themselves and their production output, which then automatically alerts the processor of any potential problems at the outset

of the endeavor.

previously operated without competition from other companies;

however, today there are several companies that offer small cameras,

including, but not limited to, Opcom, Fujikura-Picoramedic, Awaiba, Fisba and Misumi.

We, unlike the aforementioned competitors,

offer customized solutions, which includes additional components as needed.

Other companies, such as IntraVu, Medit, and SPI Engineering,

offer complete small diameter off-the shelf endoscopes/borescopes.

We, however, focus instead on customizing and integrating our

solutions into a given customer’s device.

Certain companies, such as Enable, Myriad Fiber Imaging Tech., Inc, and Precision

Optics, act as direct competitors, since they offer similar services.

however, today there are several companies that offer small cameras, including,

but not limited to, Opcom, Fujikura-Picoramedic, Awaiba, Fisba and Misumi.

We, unlike the aforementioned competitors, offer customized

solutions, which includes additional components as needed.

Other companies, such as IntraVu, Medit, and SPI Engineering, offer complete

small diameter off-the shelf endoscopes/borescopes.

We, however, focus instead on customizing and integrating our solutions into a given

customer’s device.

Certain companies, such as Enable, Myriad Fiber Imaging Tech., Inc., and Precision Optics, act as direct

competitors, since they offer similar services.

Rights and Technology

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intellectual property rights include such patents and patent licenses that were granted or transferred by Medigus as part of the

Amended and Restated Asset Transfer Agreement.

Under the Amended and Restated Asset Transfer Agreement, Medigus transferred two

patent families in exchange for a license in connection with the marketing and sale of the Medigus Ultrasonic Surgical Endostapler.

In addition, Medigus granted us a license to access, use, improve, develop, market and sell licensed intellectual property, including

the right to any future versions, enhancements, improvements and derivative works of such licensed intellectual property in connection

with the development and commercialization of the ScoutCam miniature video technology.

1 to Amended and Restated Asset Transfer Agreement (the “Addendum”), the License Agreement and the Letter

Agreement and additional patent assets developed by ScoutCam and assigned to us from a third party.

For additional information

about the License Agreement refer to “—Certain Relationships and Related Party Transactions”

1 to Amended and Restated Asset Transfer Agreement, Medigus transferred five patent families in exchange for a license

in connection with the marketing and sale of the Medigus Ultrasonic Surgical Endostapler.

Under the Addendum, and subject to certain

limitations as further set forth therein, Medigus transferred to us the patent families 33209, 29651, 34802, 11777 and 24994,

each of which is further discussed below.

have rights to a total of five (5) patent families, four of which we consider material to our business and operating success,

and which include the following:

Family 29651 (Integrated Endoscope Irrigation):

this patent relates to our ability to develop

visualization components and endoscopes, which include irrigation with a smaller outer diameter

by saving the space of the tube that is required to lead the fluids in the conventional manner.

This patent has been granted in Canada, Europe (validated in Germany, Spain, France, Great

Britain, Italy and Ireland), Israel, Japan and the United States, and has a pending continuation

in part patent application in the United States.

The expiration date for this patent in the

United States patent is December 3 rd , 2033 and in each of the other aforementioned

jurisdictions, is February 28, 2033;

Family 11777 (Multiple View Endoscopes):

this patent relates to our ability to develop visualization

components and endoscopes, which include multiple cameras, especially ones that provide side

views, and thereby improve the field of view of the visualization components or endoscopes

and provide more information to the user.

This patent has been granted and in force in Japan,

Mexico, New Zealand and the United States.

The expiration date for this patent in the United

States is October 12 th , 2021, and in each of the other aforementioned jurisdictions,

is September 6, 2021;

Patent Family

24994 (Small Diameter Medical Devices Containing Visualization Means):

this patent relates to our ability to develop cameras,

visualization components, and endoscopes with a smaller total outer diameter, thus enabling the insertion of the camera into

smaller cavities or leaving more space in the device for the use and application of other functions, such as a working channel.

This patent has been granted in Japan, Korea, Israel and the United States, Europe (validated in Germany, France, Great Britain

and Italy) and also has patent assets pending an opposition appeal in Europe.

The expiration dates for this patent in the

United States are April 5, 2032 and March 10, 2031, respectively, and in each of the other aforementioned jurisdictions, is

September 16, 2030;

Patent Family

33209 (Camera Head):

this patent relates to our ability to develop cameras, visualization components, and endoscopes with

a smaller total outer diameter, by reducing the outer diameter of the electronic board on which the sensor is mounted, thus

enabling the insertion of the camera into smaller cavities or leaving more space in the device for the use and application

of other functions, such as a working channel.

This patent has been granted in Israel and the United States, and is pending

approval in Canada, Europe, Japan and a continuation in part patent application in the United States.

The expiration date

for this patent in Israel is June 11, 2035, and in each of the other aforementioned jurisdictions it is June 9, 2036;

Patent Family

34802 (Endoscope-Like Devices Comprising Sensors that Provide Positional Information):

this patent relates to our ability

to develop visualization components and endoscopes, which would provide the user with information concerning the spatial position

and angulation of the device when the user is not maintaining eye contact with the device (or, at least, with its distal tip)

due to its presence inside the cavity.

Furthermore, this patent allows us to maintain the image in the same direction (e.g.

“north-up”) despite the maneuvers of the device (as performed in cellular phones, for example).

This patent is

pending approval in Canada and Japan.

The expiration date for this patent, in each of the aforementioned jurisdictions, is

June 1, 2037.

currently have 32 full-time (or near full-time) employees.

This number is expected to grow.

We may recruit additional

engineers to the R&D team, and recruit additional production employees to support an anticipated increase in production commitments

to our customers.

approach to regulation is generally determined based on a given project.

In our engagements with customers operating in the biomedical

sector, we comply with the medical device standards in that corresponding territory, such as the US Food and Drug Administration

(FDA) in the US or CE in the European Economic Area (EEA), among others.

We are in the process of receiving the required approvals

under certain EU Medical Device Regulations, and, in particular, we are compliant with ISO 13485.

Compliance with these regulations

is achieved through the support we receive from two highly experienced quality assurance and regulatory affairs consultants In

addition, we are being audited annually by MEDCERT GmbH, a German Notified Body.

sector, we comply with the medical device standards in that corresponding territory, such as the FDA or International Organization

for Standardization (ISO), among others.

Compliance with these regulations is achieved through our QA department and

the support we receive from highly experienced quality assurance and regulatory affairs consultants.

In addition, we are being

audited annually by MEDCERT GmbH, a German Notified Body.

instance, ISO 13485:2016 is a regulatory benchmark that we comply with while working on our medical device projects.

ISO 13845:2016

is similar to ISO 9001 in terms of its quality management system (QMS) requirements, however, ISO 13485:2016 is generally considered

more rigorous and comprehensive.

that we do not manufacture or distribute end-user products, and instead service businesses pursuant to a B2B model, we are subject

to far fewer regulatory standards commonly associated with medical device manufacturers or distributors.

We develop components

for other companies that thereafter develop, manufacture and distribute our components, and therefore our involvement in the production

chain demands comparatively less regulatory compliance.

This notwithstanding, we are careful to communicate with the business

customer in order to identify certain regulatory dimensions inherent to the project, to which we should pay additional attention.

For example, when a component of ours is integrated into a business’s end-user product, such as for the purpose of touching

human tissue, we develop and manufacture our parts and components while taking into account certain applicable regulatory standards.

These standards might include, inter alia , relevant FDA regulations (e.g.

CFR 21 part 820, the medical device reporting

requirements (MDR), among others) as well as ISO regulations (e.g.

ISO 14644-1, specifically in connection with cleanrooms and

associated controlled environments, among other items, or ISO 10993, in connection with the biological evaluation of medical devices).

Furthermore, we prioritize our team’s compliance with the Restriction of Hazardous Substances Directives (RoHS) and REACH

(EC 1907/2006).

if a component part of ours is incorporated into an electronic device for the purpose of being used inside a human body, we ensure

compliance with certain FDA requirements as well as IEC 60601 for safety and Electrostatic discharge, including the heating

of parts at more than 42 degrees Celsius, as well as a variety of additional technical standards designed for the safety and essential

performance of medical electrical equipment.

Moreover, we perform risk management assessments in accordance with EN ISO 14971:2019

and ISO/TR 24971:2013.

certain instances, our customers prefer that we conduct the testing of its products in internationally certified labs in order

to further guarantee our component parts satisfy the applicable regulatory standards.

In this scenario, we perform the required

tests as a service to the customer and provide the customer with the official test results, specifically in accordance with ISO/IEC

17025:2017, which the customer can later use in order to apply for the required marketing clearance of its end-user product.

do not own property and currently lease our principal corporate office, which is located at Suite 7A, Industrial Park, P.O.

3030, Omer, Israel 8496500.

We believe our leased office sufficiently meets our current needs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business