Odysight.ai Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-188920 SCOUTCAM INC. (Exact name of registrant as specified in its charter) Nevada 47-4257143 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Suite 7A , Industrial Park P.O. Box 3030 , Omer , Israel 8496500 (Address of Principal Executive Offices) (Zip Code) + 972 73 370-4691 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 8, 2023, the registrant had 10,432,518 shares of common stock, par value $0.001, of the registrant issued and outstanding. As used in this Quarterly Report and unless otherwise indicated, the terms “ScoutCam,” “we,” “us,” “our,” or “our Company” refer to ScoutCam Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars. SCOUTCAM INC. QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page Cautionary Note Regarding Forward-Looking Statements 3 PART 1-FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited) 4 Consolidated Balance Sheets 5 Consolidated Statements of Comprehensive Loss 7 Statements of Stockholders’ Equity 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures about Market Risk 21 Item 4. Control and Procedures 21 PART II-OTHER INFORMATION Item 1A. Risk Factors 22 Item 6. Exhibits 22 SIGNATURES 23 - 2 - CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2022 (filed on March 28, 2023) entitled “Risk Factors” as well as in our other public filings. In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. - 3 - Item 1. Financial Statements ScoutCam INC. INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 2023 CONSOLIDATED SCOUTCAM INC. Page Interim Condensed Consolidated Financial Statements - in US Dollars (USD) in thousands Interim Condensed Consolidated Balance Sheets (unaudited) 5 Interim Condensed Consolidated Statements of Operations (unaudited) 7 Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) 8 Interim Condensed Consolidated Statements of Cash Flows (unaudited) 9 Notes to the Interim Condensed Consolidated Financial Statements 10 - 4 - SCOUTCAM INC. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2023 2022 Unaudited Audited USD in thousands Assets CURRENT ASSETS: Cash and cash equivalents 9,583 10,099 Short terms deposits 15,005 3,047 Accounts receivable 61 60 Inventory 693 630 Other current assets 564 281 Total current assets 25,906 14,117 NON-CURRENT ASSETS: Contract fulfillment assets 1,435 1,495 Property and equipment, net 508 648 Operating lease right-of-use assets 346 307 Severance pay asset 268 328 Total non-current assets 2,557 2,778 TOTAL ASSETS 28,463 16,895 The accompanying notes are an integral part of these interim condensed consolidated financial statements. - 5 - SCOUTCAM INC. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) March 31, December 31, 2023 2022 Unaudited Audited USD in thousands Liabilities and shareholders’ equity CURRENT LIABILITIES: Accounts payable 365 297 Contract liabilities - short term 1,304 1,426 Operating lease liabilities - short term 195 199 Accrued compensation expenses 352 365 Related parties 8 58 Other accrued expenses 396 214 Total current liabilities 2,620 2,559 NON-CURRENT LIABILITIES: Contract liabilities - long term 2,112 2,218 Operating lease liabilities - long term 94 64 Liability for severance pay 262 268 Total non-current liabilities 2,468 2,550 TOTAL LIABILITIES 5,088 5,109 SHAREHOLDERS’ EQUITY: Common stock, $ 0.001 par value; 300,000,000 shares authorized as of March 31, 2023 and December 31, 2022, 10,432,518 and 7,121,737 shares issued and outstanding as of March 31, 2023 and December 31, 2022 , respectively 10 7 Additional paid-in capital 50,813 36,541 Accumulated deficit ( 27,448 ) ( 24,762 ) TOTAL SHAREHOLDERS’ EQUITY 23,375 11,786 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 28,463 16,895 The accompanying notes are an integral part of these interim condensed consolidated financial statements. - 6 - SCOUTCAM INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 2023 2022 Three months ended March 31, 2023 2022 Unaudited USD in thousands (except per share data) REVENUES 303 2 COST OF REVENUES 550 288 GROSS LOSS ( 247 ) ( 286 ) RESEARCH AND DEVELOPMENT EXPENSES 1,398 954 SALES AND MARKETING EXPENSES 176 243 GENERAL AND ADMINISTRATIVE EXPENSES 958 1,286 OPERATING LOSS ( 2,779 ) ( 2,769 ) OTHER INCOME 7 8 FINANCING INCOME (EXPENSES), NET 86 ( 27 ) NET LOSS ( 2,686 ) ( 2,788 ) Net loss per ordinary share (basic and diluted, USD) ( 0.37 ) ( 0.39 ) Weighted average ordinary shares (basic and diluted, in thousands) 7,276 7,122 The accompanying notes are an integral part of these interim condensed consolidated financial statements. - 7 - SCOUTCAM INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Three Months Ended March 31, 2023 (Unaudited) Number Amount capital deficit equity Common Stock Additional paid-in Accumulated Total Shareholders’ Number Amount capital deficit equity In thousands USD in thousands Balance at January 1, 2023 7,122 $ 7 $ 36,541 $ ( 24,762 ) $ 11,786 Stock based compensation - - 348 - 348 RSU vesting 17 - * - (*) - - Issuance of shares and warrants 3,294 3 13,924 - 13,927 Net loss - - - ( 2,686 ) ( 2,686 ) Balance at March 31, 2023 10,433 $ 10 $ 50,813 $ ( 27,448 ) $ 23,375 Three Months Ended March 31, 2022 (Unaudited) Common Stock Additional paid-in Accumulated Total Shareholders’ Number Amount capital deficit equity In thousands USD in thousands Balance at January 1, 2022 7,122 $ 7 $ 34,903 $ ( 15,294 ) $ 19,616 Balance 7,122 $ 7 $ 34,903 $ ( 15,294 ) $ 19,616 Stock based compensation - - 772 - 772 Net loss - - - ( 2,788 ) ( 2,788 ) Balance at March 31, 2022 7,122 $ 7 $ 35,675 $ ( 18,082 ) $ 17,600 Balance 7,122 $ 7 $ 35,675 $ ( 18,082 ) $ 17,600 The accompanying notes are an integral part of these interim condensed consolidated financial statements. * Represents an amount less than $1 thousand - 8 - SCOUTCAM INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 2023 2022 Three months ended March 31, 2023 2022 Unaudited USD in thousands CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ( 2,686 ) ( 2,788 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation 155 50 Stock based compensation 348 772 Severance pay asset and liability 54 - Profit from exchange differences from operating lease liability ( 9 ) ( 10 ) Profit from exchange differences on cash and cash equivalents 4 41 Interest income in respect of deposits 42 ( 13 ) CHANGES IN OPERATING ASSET AND LIABILITY ITEMS: Increase in accounts receivable ( 1 ) ( 6 ) Increase in inventory ( 63 ) ( 23 ) Decrease in operating lease liability ( 48 ) ( 16 ) Decrease in ROU asset 44 19 Decrease (increase) in other current assets ( 283 ) 27 Increase in account payables 68 124 Decrease in related parties ( 50 ) ( 39 ) Decrease in contract fulfillment assets 60 - Increase (decrease) in contract liabilities ( 228 ) 1,616 Increase (decrease) in accrued compensation expenses ( 63 ) 20 Increase in other accrued expenses 182 2 Net cash flows used in operating activities ( 2,474 ) ( 224 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 15 ) ( 24 ) Withdrawal of short terms deposits 3,000 - Investment in short term deposits ( 15,000 ) - Net cash flows used in investing activities ( 12,015 ) ( 24 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of shares and warrants 13,977 - Net cash flows provided by financing activities 13,977 - DECREASE IN CASH AND CASH EQUIVALENTS ( 512 ) ( 248 ) BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 10,099 8,581 LOSS FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS ( 4 ) ( 41 ) BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 9,583 8,292 SUPPLEMENTAL INFORMATION FOR CASH FLOW: Non cash activities - Three months ended March 31, 2023 2022 Unaudited USD in thousands Non cash activities Right-of-use assets obtained in exchange for operating lease liabilities 83 46 Issuance expenses 50 - The accompanying notes are an integral part of these interim condensed consolidated financial statements. - 9 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL : a . ScoutCam Inc. (the “Company”), formerly known as Intellisense Solutions Inc., (“Intellisense”), was incorporated under the laws of the State of Nevada on March 22, 2013. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating “shell company”. The Company’s wholly owned subsidiary, ScoutCam Ltd. (“ScoutCam”), was formed in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus Ltd. (“Medigus”), an Israeli company traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019. In December 2019, Medigus and ScoutCam consummated an asset transfer agreement, under which Medigus transferred and assigned certain assets and intellectual property rights related to its miniaturized imaging business to ScoutCam. On December 30, 2019, Intellisense and Medigus consummated a securities exchange agreement (the “Exchange Agreement”), pursuant to which Medigus delivered 100% of its holdings in ScoutCam to Intellisense in exchange for shares of Intellisense’s common stock representing 60% of the issued and outstanding share capital of Intellisense immediately upon the consummation of the Exchange Agreement. As of March 31, 2023, Medigus beneficially owned 18.45% of the Company’s outstanding common stock. The Company, through ScoutCam, is engaged in the development, production and marketing of Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) technologies, providing visual sensing and AI-based video analytics solutions for systems in the aviation, maritime, industrial non-destructing-testing industries, transportation, and energy industries. Some of the Company’s products utilize micro visualization technology in medical devices for minimally invasive medical procedures. - 10 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continued): b . Since incorporation of ScoutCam and through March 31, 2023, the Company accumulated a deficit of approximately $27.4 million and its activities have been funded mainly by its shareholders. The Company’s management believes the Company’ cash and cash resources will allow the Company to fund its operating plan through at least the next 12 months from the filing date of these Interim Condensed Consolidated Financial Statements. However, the Company expects to continue to incur significant research and development and other costs related to its ongoing operations, requiring the Company to obtain additional funding in order to continue its future operations until becoming profitable. NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES a. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Group’s Annual Report on Form 10-K for the year ended December 31, 2022. b. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. c. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment, stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. d. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. e. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements. - 11 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – LEASES : On March 31, 2023, the Group’s ROU assets and lease liabilities for operating leases totaled $ 346 thousand and $ 289 thousand, respectively. In December 2020, ScoutCam entered into a lease agreement for office space in Omer, Israel. The agreement is for 36 months beginning on January 1, 2021. In March 2021, ScoutCam entered into a lease agreement for additional office space in Omer, Israel. The agreement is until December 31, 2023. Monthly lease payments under the agreements are approximately $ 12 thousand. ScoutCam subleases part of the office space to a third party for $ 3 thousand per month. In December 2022, ScoutCam entered into a lease agreement for office space in Ramat Gan, Israel. The agreement is for 12 months beginning on December 14, 2022. The agreement expires on December 14, 2023, and the Company has an option to extend the lease period for an additional one year. The Company doesn’t expect to extend the lease period. Therefore, the Company has elected to use the practical expedient regarding short-term leases. Monthly lease payments under the agreements are $ 3 thousand. In addition, the Company leases vehicles under various operating lease agreements. Lease expenses recorded in the interim consolidated statements of operations were $ 57 thousand for the three months ended March 31, 2023. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES Three months ended March 31, 2023 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 57 As of March 31, 2023, the Company’s operating leases had a weighted average remaining lease term of 0.85 years and a weighted average discount rate of 6 %. The maturities of lease liabilities under operating leases as of March 31, 2023 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2023 175 2024 85 2025 44 Total undiscounted lease payments 304 Less: Imputed interest ( 15 ) Total lease liabilities 289 - 12 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY : a. Private Placement On March 16, 2023, the Company consummated Stock Purchase Agreements for a private placement with (i) Moshe Arkin through his individual retirement account and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in connection with the sale and issuance of an aggregated amount of 3,294,117 units (collectively, the “Units”), at a purchase price of $ 4.25 per Unit, and for an aggregated purchase price of $ 14,000,000 . Each Unit consists of: (i) one share of the Company’s common stock with par value of $ 0.001 per share (the “Common Stock”) and (ii) one warrant to purchase one share of Common Stock with an exercise price of $ 5.50 (the “Warrants”). The Warrants are immediately exercisable and will expire three years from the date of issuance and will be subject to customary adjustments. Warrants: As of March 31, 2023, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Warrant Issuance Date Expiration Date Exercise Price Per Share ($) Number of Shares of common stock Underlying Warrants March 2021 Warrant March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrant March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273 - 13 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY (continued): b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “Plan”). The Plan initially included a pool of 580,890 shares of common stock for grant to Company employees, consultants, directors and other service providers. On March 15, 2020, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 64,099 shares of common stock. On June 22, 2020, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 401,950 shares of common stock. During the second quarter of 2021, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 777,778 shares of common stock. During the first quarter of 2023, the Company’s Board of Directors approved an increase to the option pool pursuant to the Plan by an additional 1,000,000 shares of common stock. The Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance. Stock option activity During the three months ended March 31, 2023, the Company granted 57,000 options pursuant to the Plan. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF SHARE-BASED PAYMENT, STOCK OPTIONS, VALUATION ASSUMPTIONS Three months ended March 31, 2023 Underlying value of ordinary shares ($) 5 Exercise price ($) 4.5 Expected volatility (%) 37.5 % Term of the options (years) 7 Risk-free interest rate 3.94 % The cost of the benefit embodied in the options granted during the three months ended March 31, 2023, based on their fair value as of the grant date, is estimated to be approximately $ 142 thousand. These amounts will be recognized in the statements of operations and comprehensive income over the vesting period. The following table summarizes stock option activity for the three months ended March 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Three months ended March 31, 2023 Amount of options Weighted average exercise price $ Outstanding at beginning of period 1,560,040 3.64 Granted 57,000 4.50 Fortfeited ( 18,512 ) 3.37 Outstanding at end of period 1,598,528 3.68 Vested at end of period 908,803 3.15 - 14 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – EQUITY (continued): Restricted stock unit (“RSU”) activity Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock. The following table summarizes RSU activity for the three months ended March 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY For the Three months ended March 31, 2023 Amount of RSUs Weighted Average Grant Date Fair Value per Share $ Outstanding at beginning of period 50,000 6.32 Vested ( 16,664 ) 6.32 Unvested and Outstanding at end of period 33,336 6.32 The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operation and comprehensive income: SCHEDULE OF TOTAL SHARE-BASED PAYMENT EXPENSES Three months ended March 31, 2023 USD in thousands Cost of revenues 3 Research and development 140 Sales and marketing expenses 41 General and administrative 164 Total expenses 348 - 15 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – REVENUES : Disaggregation of revenue SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Three months ended March 31, 2023 2022 USD in thousands Development Services ( * ) 106 - Products 197 2 Revenue 303 2 (*) During the second quarter of 2022, the Company completed the development of the product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result, during the three months ended March 31, 2023, the Company recognized development services revenues and related development costs that had been previously deferred, in the amounts of $ 106 thousand. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at 7 years. In addition, following the commencement of the production phase, the Company recognized product revenues of $ 182 thousands during the three months ended March 31, 2023 from the sale of units of the product developed in the context of these development services. Contract fulfillment assets and Contract liabilities: The Company’s contract fulfillment assets and contract liabilities as of March 31, 2023 and December 31, 2022 were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES March 31, December 31, 2023 2022 USD in thousands Contract fulfillment assets 1,435 1,495 Contract liabilities 3,416 3,644 Contract liabilities include advance payments, which are primarily related to advanced billings for development services. The change in contract fulfillment assets: March 31, December 31, 2023 2022 USD in thousands Balance at beginning of year 1,495 1,675 Contract costs recognized during the period ( 60 ) ( 180 ) Balance at end of year 1,435 1,495 The change in contract liabilities: March 31, December 31, 2023 2022 USD in thousands Balance at beginning of year 3,644 2,420 Deferred revenue relating to new sales - 1,613 Revenue recognized during the year ( 228 ) ( 389 ) Balance at end of year 3,416 3,644 Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of March 31, 2023, the total RPO amounted to $ 3.4 million, which the Company expects to recognize over the expected manufacturing term of the product. NOTE 6 – INVENTORY : Composed as follows: SCHEDULE OF INVENTORY March 31, December 31, 2023 2022 USD in thousands Raw materials and supplies 258 438 Work in progress 300 148 Finished goods 135 44 Inventory Net 693 630 During the period ended March 31, 2023, no impairment occurred. - 16 - SCOUTCAM INC. NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares as described below. In computing the Company’s diluted loss per share, the numerator used in the basic loss per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted loss per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. NOTE 8 – RELATED PARTIES a. Balances with related parties : SCHEDULE OF BALANCES WITH RELATED PARTIES March 31, 2023 December 31, 2022 USD in thousands Directors (directors’ accrued compensation) - 48 Smartec R&D Ltd. (see b below) 8 10 Related parties 8 58 b. During the three months ended March 31, 2023, and March 31, 2022, the Company received development services from Smartec R&D Ltd., a company owned by the Company’s CTO. Total compensation during the three months ended March 31, 2023 and March 31, 2022 was approximately $ 29 thousand and $ 25 thousand, respectively. NOTE 9 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified no subsequent events as of the date that the financial statements were issued. - 17 - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2022. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements”. You should review the “Risk Factors” section of our Annual Report for the fiscal year ended December 31, 2022 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis . Overview Overview The Company’s primary business activities during last few months were: ● Production and supply of product to a Fortune 500 multinational healthcare corporation. ● Enlarging our focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased workload and solution development. Comparison of the three months ended March 31, 2023 and 2022 The following table summarizes our results of operations for the three month period ended March 31, 2023 and 2022, together with the changes in those items in dollars and as a percentage: 2023 2022 % Change Revenues 303,000 2,000 15,050 % Cost of Revenues 550,000 288,000 91 % Gross Loss (247,000 ) (286,000 ) (14 )% Research and development expenses 1,398,000 954,000 47 % Sales and marketing expense 176,000 243,000 (28 )% General and administrative expenses 958,000 1,286,000 (26 )% Operating Loss (2,779,000 ) (2,769,000 ) 0.36 % Revenues As a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from a limited number of customers. For the three months ended March 31, 2023, we generated revenues of $303,000, an increase of $301,000, or 15,050%, from the three months ended March 31, 2022 revenues. The increase in revenues was primarily due to the completion of development of the product relating to our miniature camera solution with a Fortune 500 company and moving to production stage. Total revenues recorded from our miniature camera solution with the Fortune 500 company for the three months ended March 31, 2023 amounted to approximately $288,000. We did not record any revenue from our miniature camera solution with the Fortune 500 company during the three months ended March 31, 2022. Cost of Revenues Cost of revenue is primarily comprised of cost of personnel including warehouse personnel costs, certain allocated facilities, and expenses associated with logistics and quality control. Cost of revenues for the three months ended March 31, 2023 was $550,000, an increase of $262,000, or 91%, compared to cost of revenues of $288,000 for the three months ended March 31, 2022. The increase was primarily due to an increase in material costs due to an increase in the number of products sold and supplied to the Fortune 500 company. Gross Loss Gross loss for the three months ended March 31, 2023 was $247,000, a decrease of $39,000, or 14%, compared to gross loss of $286,000 for the three months ended March 31, 2022. The decrease was primarily due to increase in revenues partially offset by increase in cost of revenues, as described above. Research and Development Expenses Research and development efforts are focused on new product development and on developing additional functionality for our new and existing products. These expenses primarily consist of employee-related expenses, including salaries, benefits, and stock-based compensation expense for personnel engaged in research and development functions, consulting, and professional fees related to research and development activities, prototype materials, facility costs, and other allocated expenses, which include expenses for rent and maintenance of our facility, utilities, depreciation, and other supplies. We expense research and development costs as incurred. Research and development expenses for the three months ended March 31, 2023 were $1,398,000, an increase of $444,000, or 47%, compared to $954,000 for the three months ended March 31, 2022. The increase was primarily due to an increase in payroll expenses due to additional employee recruitments, and to increased expenses for materials, subcontractors, rent, and maintenance due to enlarging our focus on R&D activities in the domain of I4.0. We expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional research and development employees to the I4.0 domain. - 18 - Sales and Marketing Expenses Sales and marketing expenses primarily consist of personnel costs, consulting services, promotional materials, demonstration equipment, and certain allocated facility infrastructure costs. Sales and marketing expenses for the three months ended March 31, 2023 were $176,000, a decrease of $67,000, or 28%, compared to $243,000 for the three months ended March 31, 2022. The decrease was primarily due to a decrease in payroll expenses (including stock-based compensation) due to the resignation of a VP Business Development. We expect that our selling and marketing expenses will increase as we increase our selling and marketing efforts in the I4.0 domain. General and Administrative Expenses General and administrative expenses primarily consist of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor, public relations, accounting, auditing, tax services, and insurance costs. General and administrative expenses for the three months ended March 31, 2023 were $958,000, a decrease of $328,000, or 26%, compared to $1,286,000 for the three months ended March 31, 2022. The decrease was primarily due to a decrease in stock-based compensation due to vesting of options and to a decrease in D&O insurance costs. Operating loss We incurred an operating loss of $2,779,000 for the three months ended March 31, 2023, an increase of $10,000, compared to operating loss of $2,769,000 for the three months ended March 31, 2022. The increase in operating loss was primarily due to increases in expenses related to research and development, partially offset by decrease in general and administrative expenses and sales and marketing expenses, as described above. Liquidity and Capital Resources As of March 31, 2023, we had cash and cash equivalents of $9.6 million and $15 million of short-term deposits compared to cash and cash equivalents $10.1 million and 3 million of short-term deposits as of December 31, 2022. In addition, as of March 31, 2023 we incurred an accumulated deficit of approximately $27.4 million, compared to $24.8 million as of December 31, 2022. Our primary sources of liquidity to date have been from fund raising and warrant exercises. Additional Cash Requirements We plan to continue to invest for long-term growth, and therefore we expect that our expenses will increase. We currently believe that our existing cash and cash equivalents and short-term deposits will allow us to fund our operating plan through at least the next 12 months. We expect our expenses will increase in connection with our ongoing activities, particularly as we continue the research and development and the scale up process of our I4.0 solutions. We expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Furthermore, we will continue to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. We may raise these funds through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our common stock. There is no assurance that we will be able to maintain operations at a level sufficient for investors to obtain a return on their investment in our common stock, or that we will be able to raise sufficient capital required to implement our business plan on acceptable terms, if at all. Even if we are successful in raising sufficient capital to implement our business plan, we will, most likely, continue to be unprofitable for the foreseeable future. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts. - 19 - Cash Flows The following table sets forth the significant sources and uses of cash for the periods set forth below (in dollars): Three month ended March 31, 2023 2022 Cash used in Operating Activity (2,474,000 ) (224,000 ) Cash used in Investing Activity (12,015,000 ) (24,000 ) Cash provided by Financing Activity 13,977,000 - Operating Activities Our primary uses of cash from operating activities have been for headcount-related expenditures, research and development costs, manufacturing costs, marketing and promotional expenses, professional services cost and costs related to our facilities. Our cash flows from operating activities will continue to be affected due to the expected increase of spending on our business and our working capital requirements. During the three months ended March 31, 2023, cash used in operating activities was $2.5 million, consisting of net loss of $2.7 million, an unfavorable net change in operating assets and liabilities of $0.4 million, partially offset by a non-cash benefit of $0.6 million. Our non-cash benefit consisted primarily of non-cash charges for stock-based compensation and depreciation. The net change in our operating assets and liabilities primarily reflects cash outflows from changes in contract liability and other current assets, partially offset by inflows from changes in other current expenses. During the three months ended March 31, 2022, cash used in operating activities was $0.2 million, consisting of net loss of $2.8 million, partially offset by a non-cash benefit of $0.8 million and a favorable net change in operating assets and liabilities of $1.7 million. Our non-cash benefit consisted primarily of non-cash charges of $0.8 million for stock-based compensation. The net change in our operating assets and liabilities primarily reflects cash inflows from changes in contract liability of $1.6 million. Investing Activities During the three months ended March 31, 2023, cash used in investing activities was $12 million, consisting mainly of investment, net on short-term deposits. During the three months ended March 31, 2022, cash used in investing activities was $24,000, consisting of purchases of property and equipment. Financing Activities During the three months ended March 31, 2023, cash provided by financing activities was $14 million, consisting of cash proceeds from issuance of shares and warrants. - 20 - Off-Balance Sheet Arrangements None. Item 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, we are not required to provide the information requested by this Item. Item 4. Controls and Procedures. Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. No change in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(e), occurred during the fiscal quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. - 21 - PART II- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows. ITEM 1A. RISK FACTORS. There have been no material changes from the information set forth in “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31,2022 as filed with the SEC on March 28, 2023. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES There have been no unregistered sales of equity securities in addition to the sales disclosed under Form 8-K as filed with the SEC during the recent fiscal quarter ended March 28, 2023. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURE Not applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS. (a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein. Exhibit Number Description 3.1.1 Amended and Restated Articles of Incorporation, effective as of August 9, 2021 (incorporated by reference to Exhibit 3.1.4 to our Quarterly Report on Form 10-Q filed with the SEC on August 12, 2021) 3.2.1 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2.1 to our Annual Report on Form 10-K filed with the SEC on March 28, 2023). 31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document 101.INS Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. - 22 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 8, 2023 SCOUTCAM INC. By: /s/ Yehu Ofer Name: Yehu Ofer Title: Chief Executive Officer ScoutCam Inc. By: /s/ Tanya Yosef Name: Tanya Yosef Title: Chief Financial Officer ScoutCam Inc. - 23 -