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Item 1. Business

2022-03-30 compared with 2021-03-31 · 415 added, 341 removed, 30 unchanged (96% of the section changed)

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

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.

are engaged in the development, production and marketing of innovative visual solutions composed of imaging equipment, cloud and software

based image processing (artificial intelligence (AI), machine learning (ML), and additional algorithm methodologies).

Some of our products

that utilize our micro ScoutCam™ technology are used in medical procedures as well as various applications in other industries.

Our current business model is a business-to-business (B2B) approach in which we seek to identify target businesses interested in integrating

our micro ScoutCam™ technology, or commissioning individual projects using our technology.

We derive a substantial portion of our

revenue from applications of our micro ScoutCam™ technology within the medical, defense and aerospace 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.

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.

begun examining additional applications for our visual solutions portfolio (composed of image acquisition, data collection and storage

and image processing), including Predictive Maintenance (PdM) and Condition Based Monitoring (CBM), as well as additional industry sectors

such as aviation, automotive, industrial non-destructing-testing industries energy and maritime (we refer to these applications and sectors

as I4.0) We plan to further expand our activity in these non-medical spaces.

above (from left to right) are the Company’s micro ScoutCam TM 1.0 Lum and micro ScoutCam™ 1.2.

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.

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

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.

January 10, 2019, we formed Canna Patch Ltd., or Canna Patch, an Israeli corporation, of which 90% was initially owned by our

Company, and the remaining 10% owned by Rafael Ezra, Canna Patch’s Chief Technology Officer.

Canna Patch did not have any

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”

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

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.

January 10, 2019, we formed Canna Patch Ltd., or Canna Patch, an Israeli corporation, of which 90% was initially owned by our Company,

and the remaining 10% owned by Rafael Ezra, Canna Patch’s Chief Technology Officer.

Canna Patch did not have any operations and

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

September 16, 2019, Intellisense and Medigus Ltd., an Israeli company traded on the Nasdaq Capital Market, entered into an Exchange Agreement

(as defined herein).

For additional information about the Exchange Agreement, refer to – “ CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE” below.

December 30, 2019, we acquired ScoutCam Ltd.

As a result of our acquisition of ScoutCam Ltd., we now own all of ScoutCam Ltd.’s

issued and outstanding share capital.

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

our primary business activity.

As a result of our acquisition of ScoutCam Ltd., we now own all of ScoutCam Ltd.’s

issued and outstanding share capital and have integrated and adopted ScoutCam Ltd.’s business into our Company as our primary business

was formed in the State of Israel on January 3, 2019 as a wholly-owned subsidiary of Medigus and commenced operations on March 1,

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.

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.

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”

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 TRANSACTIONS, AND DIRECTOR INDEPENDENCE” below.

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 TRANSACTIONS, AND DIRECTOR INDEPENDENCE” below.

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”

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.

For additional

information about the Intercompany Services Agreement, refer to – “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE” below.

and Marketing

vision is to improve the performance of organizations by offering prestigious tools that enhance the visual technological capabilities

of companies across a variety of industries.

Our mission is to become a global leader providing innovative, custom-tailored visualization

solutions to organizations across a variety of industries based on small and highly resistant cameras and supplementary technologies.

Since we are focused on custom-tailored solutions, we have a very limited offering of off-the-shelf products, which are used mainly

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 (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).

and maximize AI analysis capabilities for companies across a variety of industries.

Our mission is to become a global leader providing

innovative, off-the-shelf and custom-tailored visualization and analysis solutions to organizations across a variety of industries based

on highly resistant cameras and supplementary technologies.

We are currently focused on custom-tailored solutions, and as a result have

a very limited offering of off-the-shelf products, which are used mainly as models for new uses of our technology and capabilities rather

than as a major source of revenue.

Moreover, as we focus only on the visualization apparatus and supporting components, including for

example a small camera (that consists of a miniature Complementary Metal Oxide Semiconductor or 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 when it was successfully operated outside the International Space Station in May 2015.

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

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 versions.

Our wireless device was cleared for marketing by the US Food and Drug Administration (FDA) and is compliant with FCC regulations.

business model in the medical domain includes engaging companies seeking to add video visualization to their existing or new product(s)

or considering the development of 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 consumers.

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 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

During the first phase, we conduct the research and

development that is required in order to specify, design, develop, and produce the designated visualization apparatus, all for an agreed-upon

compensation amount (e.g., a non-recurrent engineering fee).

During the second phase, we manufacture the apparatus and sell it to the

customer for an agreed-upon transfer price.

In some cases, by customer 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 completed components or products

that are packaged and ready for sale.

In such cases, we may conduct necessary regulatory tests and handle required regulatory approvals.

In addition, we may also be responsible, as necessary, for packaging, sterilization, labeling, and shipment.

the I4.0 domain, which target PdM and CBM applications, we intend to engage with companies who wish to increase the monitoring capabilities

of different elements of a device using our visual monitoring solutions (these include build of image acquisition, data collection and

storage, and image processing capabilities based on AI, ML and additional algorithm concepts).

Based on our product portfolio with customized

solutions as needed, this will allow our customers to receive alerts on anomalies and failures as they are occur on the monitored component,

analyze and track trends and development of the anomaly and predict any impending failure of the component as a result of such anomaly

over time and usage.

a result, we expect customers to benefit from a reduction in downtime of their monitored equipment, using the prediction capabilities

of the platform to efficiently plan maintenance work on future faulty components.

Another outcome we expect is more cost effective management

of resources, since components will only need to be replaced as a result of their actual condition rather than a strict maintenance schedule.

use of an image based platform in the fields of PdM and CBM provides richer and more informative data and insights not available with

traditional sensing methods.

Together with the AI and ML models customized for the relevant use cases, we expect this will provide customers

with a clearer view of the status of their equipment, increasing revenues by saving on direct expenses and increasing the uptime of their

customers include technology-based companies and organizations, which are mainly large, well-established, international corporations.

Larger corporations provide financial stability, large purchased quantities, recurring revenue, and valid forecasts for extended durations.

In addition, we engage customers from various industries, such as biomedical, aerospace, energy, transportation, certain sensitive or

classified industries, security and defense, and research.

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.

As part of our active approach, we employ

three business development managers, in addition to other consultants, who analyze target industries and assess whether visualization

solutions 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:

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

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 other 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 Company website, Search Engine Optimization (SEO), social media presence,

distribution of press-releases in target countries, as well as conventional marketing means, including brochures and presentations.

Additionally,

we issue industry-specific marketing materials that are tailored to highlight the relevant features of our technology to a specific target

marketing measures may include, but are not limited to, the following:

third party companies as territorial representatives in key markets;

business engagements based on leads received through our website or via other methods or means;

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

an updated and detailed website presenting our core competency and proven track record;

our website in different search engines and other digital forums through SEO campaigning as well as other proactive digital

marketing measures;

business engagements based on leads received through our website, through active web based tools for lead generation, or via other

methods or means;

initial technical scopes and discussions together with such prospects in order to evaluate the feasibility of their contemplated

an updated and detailed website presenting our core competency, solutions, use cases and proven track record;

our website in different search engines and other digital forums through SEO campaigning as well as other proactive digital marketing

certain social media platforms for campaigning and advertising;

2 unchanged sentences

participating

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

in major vision technology exhibitions as well as industry specific events.

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.

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

order to identify where visualization solutions, including image analysis, might benefit and attract value.

When a potential opportunity

is identified, we protect our rights by establishing relevant intellectual property safeguards, develop various prototypes that may be

relevant for the specific application and engage key opinion leaders in that field to validate the feasibility of our solutions.

medical domain, given that we are not a business-to-consumer, or B2C, company, our business model does not include commercialization

of end-user products;

nevertheless, we seek to partner with relevant companies to convert our innovative prototypes into market-ready

products, complete the required regulatory clearances, and commercialize them based on revenue share models.

Regarding the I4.0 domain,

we are in the process of transforming our products and projects into market ready solutions, aiming to commercialize our platform as

part of a SaaS model offering with multi-year contracts which include required hardware, software, cloud service and ongoing support

and maintenance.

project based solutions, we have certain internal procedures in place once a potential customer is identified which help provide a roadmap

for the ensuing working relationship.

Prior to any formal engagement with a potential customer, two of our departments – business

development and R&D – work in parallel to define an understanding with the customer that will ordinarily incorporate two phases:

(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 a Non-Recurrent Engineering (NRE) fee that is typically payable according to a pre-defined set of

and (b) a production phase, during which we manufacture and supply the component parts for an agreed upon transfer price.

the years, we have offered and implemented tailor-made pricing schemes that allows us to separately price services rendered during the

previously described first phase.

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 vision.

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.

our cost estimation for the R&D phase, we issue a quote for such services to the customer.

order to develop a transfer price in connection with the aforementioned second phase, the expected Bill-Of Material (BOM) and Cost-Of-Good

Sold (COGS) are established and we develop a quotation accordingly.

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 seek to maintain

close contact with the customer throughout the two phases of our engagement, including for example, by way of teleconferences, virtual

and actual meetings, document exchanges, on-site visits, and reporting of any completion of predefined milestones.

our off the shelf products, the NRE phase in project based commercial interactions is not relevant, and the pricing model is set up front

based on the cost, margin and value that the product creates.

we have one major customer that is expected to generate most of our forecasted revenue in the near term:

a large international bio-med

company that is developing a visualization component for its minimally-invasive surgical device.

In addition to the foregoing

material customer, we are engaged in initial negotiations with multiple potential customers operating in a variety of sectors, including

biomedical, aerospace, aviation, automotive, energy, military and security, and others.

In the I4.0 segment, aviation industries (both

manned and unmanned) are currently the source of our greatest level of interest, with recent growing interest coming from the transportation

(specifically railway) and energy (specifically wind turbine) sectors.

We are pursuing these potential engagements with the goal of securing

proof of concepts and launching commercial pilots 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

(prior to adopting ScoutCam’s visualization solution) not accessible within the video-endoscope space either because of outer diameter

limitations and/or price.

To this end, we focus on single-use products that accommodate the global trend to transition from expensive,

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

we have recently mobilized efforts to market the possibility of employing our visualization technology and solutions for the purposes

of monitoring sensitive mechanical structures and elements in the aviation sector, engaging on a pilot basis with the Israeli Air Force

regarding their helicopters and unmanned aerial vehicles and with several defense companies.

Such an application complements global market

trends associated with Industry 4.0 and Internet of Things, 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 an endeavor.

are currently several companies that offer small cameras, including, but not limited to, Opcom, Fujikura-Picoramedic, Awaiba, Fisba,

Unlike these competitors, we offer customized solutions, which include additional components as needed.

Other companies,

such as IntraVu, Medit, and SPI Engineering, offer complete, small diameter, off-the shelf endoscopes/borescopes.

Our focus, however,

is 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 our direct competitors, since they offer similar services to those that we offer.

addition, there are currently many companies that develop and provide monitoring solutions for PdM and CBM.

These monitoring solutions

can be the sensor itself, data collection and storage, AI processing, or a combination of these capabilities.

The CBM and PdM solutions

are usually based on traditional sensing solutions such as vibration, temperature, and acoustic sensors.

Based on our research and discussions

with customers, we believe these traditional sensing methods are limited in their ability to provide an in depth view of the condition

of the monitored components and usually alert on the occurrence of an anomaly when component failure has already occurred, which is too

late in some cases.

From the AI perspective, there are several vendors providing off-the-shelf AI capabilities which then require customization

per market, use case, and/or data source.

Our more holistic approach and reliance on image based solutions creates richer and more informative

data, leveraged by AI and ML algorithms, enabling our customers to deploy predictive maintenance programs.

Rights and Technology

we develop customized components and/or products per specific customer requirements, our various projects are constantly in different

stages of development, including:

we develop customized components and/or products per market needs or per specific customer requirements, our various projects are constantly

in different stages of development, including:

planning, early R&D for a proof of concept, R&D for a prototype, final product/component

development, engineering necessary for a production-ready version, and production of initial batches.

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

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.

currently own a total of six patent families which we consider material to our business and operating success.

Our intellectual property

rights include patents and patent applications that were transferred to us by Medigus as part of the Addendum No.

1 to Amended and Restated

Asset Transfer Agreement (the “Addendum”), the License Agreement and the Letter Agreement, additional patent assets developed

by ScoutCam and an asset assigned to us from a third party.

For additional information about the License Agreement refer to – “CERTAIN

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE” below.

Under the Addendum, and subject to certain limitations

as further set forth therein, Medigus transferred to us the following material patent families in exchange for a license in connection

with the marketing and sale of the Medigus Ultrasonic Surgical Endostapler:

Patent family related to Integrated Endoscope Irrigation:

this patent family 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 a conventional manner.

This patent has been granted in Canada, Europe (validated in Germany, Spain, France, Great Britain and Italy),

Israel, Japan (original and divisional), and the United States, and has an allowed continuation patent application and an additional

pending continuation in the United States.

The expiration date for this patent in the United States is December 3, 2033, and in each

of the other aforementioned jurisdictions is February 28, 2033;

Patent family related to Small Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them:

family relates to our ability to develop cameras, visualization components, and medical devices with a small 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, the United States (2 patents, original and continuation

in part), and Europe (3 patents, original and 2 divisionals, currently under opposition proceedings, validated in Germany, France, Great

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

The expiration dates for these patents in the

United States are April 5, 2032 and March 10, 2031, and in each of the other aforementioned jurisdictions September 16, 2030.

a result of oppositional proceedings initiated by a third party in 2018, the Opposition Division of the EU Patent Office decided in 2019

to revoke two of the three European patents (EP 2.478.693 and EP 2.621.159) and in 2021 to maintain the third patent (EP 2.621.158).

Following appeals by Company and the third party of the 2019 and 2021 decisions, respectively, the Opposition Division of the EU Patent

Office is expected to hear and decide these matters in late 2022 or early 2023;

Patent family related to Camera Head:

this patent family 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 (original and divisional applications), 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 is June 9, 2036.

addition, our intellectual property rights further include the following material patent applications filed by ScoutCam:

Patent family related to Miniature Precision Medical Device:

these pending patent applications relate to our ability to develop a

miniature precision medical device comprising an endoscope with at least one camera, where at least one sensor of one camera is

distally located at a tip of a shaft of the endoscope.

Surrounding or next to the sensor, such shaft has sufficient space to

accommodate at least one accessory such as, for example, illumination source, irrigation tool, or suctioning tool.

family has pending patent application in the United States and its expected expiry dates, if issued, will be in

Patent family related to Medical Ophthalmic Device:

this patent family is related to a tool comprising a hand piece

having a flattened cannulated tip that is adapted to receive flow from a pumping unit, in order to generate a jet of fluid suitable for

procedures such as “hydro-dissecting” cells in the eye.

According to a representation of the invention, the tool comprises

a visualization probe with at least one camera, wherein the sensor of the camera is distally located at the tip of the tool to be inserted

into the eye for imaging from within the eye.

This patent family is pending in China, Europe, Japan, Korea, and the United States.

patent application’s expected expiry dates, if issued, will be in 2039-2040.

Patent family related to AI-Based and/or Electronic-Controlled Miniature Camera Sensor and Detector System this patent family

relates to sensor and detector systems for the development of very small size and resilient visualization capabilities.

systems can be used in extreme conditions and/or in conjunction with diagnostic software/hardware tools to display and analyze

changes in critical images that could not have been displayed or analyzed using existing systems.

This patent family includes a

pending Patent Cooperation Treaty patent application.

If ultimately issued by the United States Patent and Trademark Office, such

patent would be expected to expire in early 2042.

currently have approximately 35 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.

We may recruit additional employees

to the R&D team.

and Development

R&D organization is responsible for the design, development, testing, and delivery of new technologies, features, products, and integrations

of our component parts.

Research and development employees are located primarily in our principal corporate office on Omer, Israel.

currently have approximately 14 employees in our research and development organization.

We intend to continue to invest in our research

and development capabilities.

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 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.

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.

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 to the medical sector, 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 and

manufacture components for other companies, and therefore our involvement in the regulatory submission demands comparatively less responsibility

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.

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 24971:2020.

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.

we are targeting to sell our products to customers in the aviation sector, we are in the process of implementing the AS9100D Standard

to comply with aerospace industry requirements.

Once achieved, this standard will allow us to operate with an aerospace compatible quality

management system.

Government Programs

a result of certain agreements between Medigus and ScoutCam Ltd.

(for additional information about these agreements refer to –

“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE” below) the Israel Innovation Authority, or the

IIA, approved a transfer of IIA know-how developed by Medigus in the framework of the Bio Medical Photonic Consortium, or the Medigus

Consortium, to ScoutCam Ltd.

all rights and obligations with regard to the IIA under the Encouragement of Research, Development

and Technological Innovation in the Industry Law, 5744-1984, or the Innovation Law, in connection with such know-how now apply

to ScoutCam Ltd.

following are details regarding the rights and obligations within the framework of ScoutCam Ltd.’s activity in the Medigus Consortium,

which continue to apply to ScoutCam Ltd.

notwithstanding the termination of the Medigus Consortium:

property rights to information which has been developed belongs to the Medigus Consortium member that developed it.

developing entity is obligated to provide the other members in the Medigus Consortium a license for the use of the new information,

without consideration, provided that the other members do not transfer such information to any entity which is not a member of the

Medigus Consortium.

The provision of a license or of the right to use the new information to a third party is subject to approval

by the administration of the MAGNET Program at the IIA;

Medigus Consortium member is entitled to register a patent for the new information which has been developed by it within the framework

of its activity in the Medigus Consortium.

The foregoing registration does not require approval from the administration of the MAGNET

Program at the IIA;

know-how and technology developed under the program is subject to the restrictions set forth under the Innovation Law, including

restrictions on the transfer of such know-how and any manufacturing rights with respect thereto, without first obtaining the approval

Such approval may entail additional payments to the IIA, as determined under the Innovation Law and regulations.

relevant to us under the Innovation Law include the following:

Manufacturing Obligation.

The terms of the grants under the Innovation Law require that we

manufacture the products developed with these grants in Israel.

Under the regulations promulgated

under the Innovation Law, the products may be manufactured outside Israel by us or by another

entity only if prior approval is received from the IIA (such approval is not required for

the transfer of less than 10% of the manufacturing capacity in the aggregate, in which case

a notice should be provided to the IIA).

In general, due to manufacturing outside

Israel, with respect to royalties bearing grants we would be required to pay royalties at

an increased rate, usually 1% in addition to the standard rate and increased royalties cap

(between 120% and 300% of the grants, depending on the manufacturing volume that is performed

outside Israel).

Transfer Limitation.

The Innovation Law restricts the ability to transfer, in any manner, know-how funded directly or indirectly by the

IIA (sale of products is not prohibited), unless the IIA approves doing so and subject to the terms of the Innovation Law and of the

IIA’s approval.

Among other things, transfer

of IIA funded know-how outside of Israel requires prior approval of IIA and in certain circumstances is subject to certain payments

to the IIA, calculated according to a formula provided under the Innovation Law.

If we wish to transfer IIA funded know-how

outside of Israel, the terms for approval will be determined according to the character of the transaction and the consideration

paid to us for such transfer.

The IIA approval to transfer know-how created, in whole or in part, in connection with a IIA-funded project

to third party outside Israel where the transferring company remains an operating Israeli entity is subject to payment of a redemption

fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the ratio between the

aggregate IIA grants to the company’s aggregate investments in the project that was funded by these IIA grants, multiplied by the

transaction consideration, considering statutory depreciation and less royalties already paid to the IIA.

The transfer of such

know-how to a party outside Israel where the transferring company ceases to exist as an Israeli entity is subject to a redemption fee

formula that is based, in general, on the ratio between aggregate IIA grants received by the company and the company’s aggregate

research and development expenses, multiplied by the transaction consideration considering statutory depreciation and less royalties

already paid to the IIA.

The regulations promulgated under the Innovation Law establish a maximum payment of the redemption fee paid

to the IIA under the above mentioned formulas and differentiates between two situations:

(i) in the event that the company transfers

its IIA funded know-how, in whole or in part, or is sold as part of an M&A transaction, and subsequently ceases to conduct business

in Israel, the maximum redemption fee under the above mentioned formulas will be no more than six times the amount received (plus annual

interest) for the applicable know-how being transferred, or the entire amount received from the IIA, as applicable;

(ii) in the event

that following the transactions described above (e.g.

asset sale of IIA funded know-how or transfer as part of an M&A transaction)

the company continues to conduct its research and development activity in Israel (for at least three years following such transfer and

maintain staff of at least 75% of the number of research and development employees it had for the six months before the know-how was

transferred and keeps the same scope of employment for such research and development staff), then the company is eligible for a reduced

cap of the redemption fee of no more than three times the amounts received (plus annual interest) for the applicable know-how being transferred.

In addition, special rules and payment formulas apply for certain kinds of transfers of know-how outside of Israel, such as R&D

Transfer of IIA-funded know-how outside of Israel not according to the R&D Law may give rise to financial exposure as well

as criminal liability.

of the transfer of IIA funded technology to another Israeli company may be granted only if the recipient assumes and abides

by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and

manufacturing rights outside of Israel (in addition, there will be an obligation to pay royalties to the IIA from the income of such

sale transaction as part of the royalty payment obligation).

to manufacture products outside of Israel or consent to the transfer of technology, if requested, might not be granted.

the IIA may impose certain conditions on any arrangement under which it permits ScoutCam Ltd.

to transfer technology or development

out of Israel.

do not own property and currently lease our principal corporate office, which is located at Suites 7A and 3B, Industrial Park, P.O.

3030, Omer, Israel 8496500.

1 unchanged sentence

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What changed 10-K

Item 1. Business