Item 1. Business
Item
1. Business
Overview
Our
Mission
We
are a pioneer in the development, production, and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring
(CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial
non-destructing-testing industries, transportation, and energy industries. Some of our products utilize our unique micro visualization
technology in medical devices for complex and minimally invasive medical procedures. Our technology includes proven video technologies
and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. At the present time, we derive a substantial
portion of our revenue from applications of our micro visualization technology within the medical field. Nevertheless, we have recently
secured several contracts for our PdM and CBM systems with major government clients and defense and aviation companies.
Our
Business Model
Our
unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations and harsh environments
across a variety of PdM and CBM use cases. Our solution allows maintenance and operations teams visibility into areas which are inaccessible
under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring and has various
applications which have relevancy in a wide range of industry segments that utilize complicated mechanics requiring ongoing monitoring
and predictive maintenance applications. Our current business model is a business-to-business (B2B) approach in which we seek to identify
target businesses interested in integrating our micro visualization and AI\ML video analytics technology or commissioning individual
projects using our technology. We have several successful proofs of concept in airborne platforms of various OEM’s in aerospace
and have completed successful demonstration projects for multiple global elevator systems manufacturers. As provided above, we are developing
additional applications for our visual solutions portfolio (composed of image acquisition, data collection, and storage and image processing),
including PdM and CBM (we refer to these applications and sectors as Industry 4.0, or I4.0), which generate a number of potential benefits
for our customers.
The
following graphic demonstrates Odysight.ai’s value proposition, starting with increased safety and reduced down time due to our
ability to visually analyze any failure occurrence in real time, and including more sophisticated benefits like big data analytics that
provide predictive insights regarding to an entire system life cycle, spare parts management and smart prediction regrading system performance.
Who
we are: History and Background
We
were incorporated as a corporation under the laws of the State of Nevada on March 22, 2013, under the name Intellisense Solutions Inc.
(“Intellisense”). We were initially engaged in the business of developing web portals to allow companies and individuals
to engage in the purchase and sale of vegetarian food products over the Internet. However, we were unable to execute our original business
plan, develop significant operations or achieve commercial sales.
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We
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.
On
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.
On
September 16, 2019, Intellisense and Medigus Ltd., an Israeli company traded on the Nasdaq Capital Market, entered into the Exchange
Agreement, pursuant to which, on December 30, 2019, we acquired from Medigus Ltd. all of the issued and outstanding share capital of
ScoutCam Ltd. On December 31, 2019, we changed our name to ScoutCam Inc. Following this acquisition, we integrated and fully adopted
the acquired miniaturized imaging business into our Company as our primary business activity. On June 5, 2023, we changed our name to
Odysight.ai Inc.
On
December 1, 2019, Medigus and Odysight.ai 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. 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.
On
April 20, 2020, Odysight.ai 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 Amended and Restated Asset Transfer Agreement, the Letter Agreement and the Intercompany Services Agreement,
refer to – “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below.
On June
4, 2023, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital voted
by written consent to change our name from “ScoutCam Inc.” to “Odysight.ai Inc.” The Company’s board of
directors approved an amendment and restatement of the Company’s Amended and Restated Bylaws, effective as of June 4, 2023, to reflect
the name change. In addition, on June 5, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment
to its Articles of Incorporation to effect the name change, with such request approved as of June 5, 2023. In addition, the Company’s
trading symbol was changed from “SCTC” to “ODYS”, effective February 13, 2024.
On February 28, 2024, we formed a new company, D. VIEW Ltd., wholly owned
by Odysight.ai Inc., to act as a local agent for the defense market in Israel.
Sales
and Marketing
Our
vision is to become a leading provider of visual sensing and AI\ML video analytics, PdM and CBM solutions for the aerospace, other industry
and medical critical system markets.
We
engage companies seeking to add real time visualization and analytics to their existing or new product(s) or considering the
development of new products that include miniature visualization sensors and failure detection capabilities. Our approach to the
medical market ordinarily is conducted in two phases. 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, for an agreed-upon
compensation amount (e.g., a non-recurrent engineering fee). During the second phase, we manufacture the apparatus and offer it to
the customer for an agreed-upon transfer price.
In
the I4.0 domain, which target PdM and CBM applications, we engage with companies that 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, cloud, and additional algorithm concepts). Based on our product portfolio with customized
solutions as needed, this will allow our customers to receive real time alerts on anomalies and failures of monitored components, 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. As a result, we expect customers to benefit from a reduction in downtime, lower maintenance expenses, and increased safety
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.
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The
use of a vision-based platform in the fields of PdM and CBM provides richer and more informative data and insights than 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 equipment.
On
February 6, 2023, we announced the completion of a major development stage in equipping Elbit Systems Ltd.’s leading defense UAS
aerial platforms with our real time video monitoring system. Through the program, our unique video-based sensors, embedded software,
machine vision and algorithms support a variety of predictive maintenance and condition-based monitoring use cases for unmanned aerial
vehicles in harsh environments and hard-to-reach locations, as it features a modular open system architecture, enabling seamless integration
with advanced unmanned aerial platforms.
On
July 31, 2023, we announced a collaboration with the Israel Aerospace Industries (IAI) through which the IAI will utilize our advanced
visual sensing and video analytics technology in a visual based health monitoring system for UH60 (Blackhawk) helicopters. By harnessing
our multiple highly resilient video-based sensors, embedded software, video analytics and AI algorithms specifically designed for the
UH60 helicopter, this solution will provide real-time insights into the health of UH60 helicopters, improving safety measures, minimizing
downtime, optimizing spare parts management, and enabling the implementation of predictive maintenance strategies.
On
December 4, 2023, we announced a strategic partnership to develop advanced applications for aerospace and industrial markets worldwide
with SIPAL S.P.A., a leading company in Italy in the engineering sector. The goal of the collaboration is a next generation maintenance
solution that will allow maintenance crews the ability to review and have real time visual inspection of an aircraft’s internal
system without the need for removing a single panel or a hatch.
On
February 20, 2024, we announced the receipt of a purchase order for our PdM system for the Israel Air Force Boeing AH-64 Apache
attack helicopter prototype. The partnership marks a significant milestone, integrating our autonomous, visual monitoring and predictive
maintenance technology into a leading attack helicopter. There are approximately 2,700 Boeing AH-64 Apache attack helicopters deployed
worldwide.
On
March 11, 2024, we announced the receipt of a purchase order exceeding $1 million from a major international defense contractor for our
visual sensing and AI analytics solution. The systems will be installed in upgraded Lockheed Martin (Sikorsky) SH-60 Seahawk Maritime
Rotary Wing Aircraft of the Israel Air Force. More than 4,000 UH-60 Black Hawk aircraft, and its variants such as the SH-60 Seahawk,
are in service worldwide today. We estimate that the addressable market of rotary wing aircraft systems worldwide is more than a billion
dollars.
In
order to engage new customers, we employ various marketing strategies. We employ several professional experienced managers in relevant
fields of expertise, in addition to a team of consultants who analyze global trends and designated geographical territories to assist
us in targeting potential customers.
Our
marketing efforts include, but are not limited to, the following:
●
engaging
third party companies and local consultants as territorial representatives in key markets and leading companies in relevant industries;
●
initiating
business engagements based on leads received through our marketing efforts, through active interaction with key industry influencers,
providing financed proof of concept in order to generate tailored product orders, or via other methods or means;
●
conducting
proof of concept demonstrations in order to evaluate the feasibility of integration for monitoring their systems and to demonstrate
the significant value proposition of our technology to customers;
●
networking
through personal contacts in the aerospace, critical industry, transportation, maritime, medical, and defense industries; and
●
participating
in major aerospace, maritime, and vision technology exhibitions as well as industry 4.0 specific events.
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In
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 systematic analysis of various industrial and medical fields and procedures to identify
where visualization solutions, including image analysis, might add value. When a potential opportunity is identified, we seek to protect
our rights by establishing relevant intellectual property safeguards, developing prototypes for the required application. In the medical
domain, we currently sell our system to a fortune 500 corporation; in this respect, we seek to partner with additional relevant companies
to progress our technology into prototypes which, in turn, will be developed into market-ready products.
In
January 2022, we entered into a patent cross-licensing arrangement with Japan-based Sumita Optical Glass, Inc. (Sumita), a specialty
optical fiber technology company, pursuant to which we granted a non-exclusive license to Sumita to our patents related to “Small
Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them” in return for payment of royalties and
a grant-back license to Odysight.ai of Sumita’s patent and patent applications related to fiber optics illumination. For additional
information on our patent portfolio, refer to – “PROPRIETARY RIGHTS AND TECHNOLOGY” below.
Our
Customers
Currently,
we have one major customer, a leading Fortune 500 multinational healthcare corporation, that is expected to generate most of our forecasted
revenue in the near term. In June 2022, we announced that we completed the verification and validation stage of our endoscopic camera
solution with this client and, on January 26, 2023, we announced that we had received a $1.45 million order from this client. On October
17, 2023, we announced a solidified purchase order with this client and that formal commitments under the purchase order amount to a
total of $3.3 million for fiscal year 2024.
Competition
There
are currently several 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. We believe that 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.
Proprietary
Rights and Technology
Our
solution for the market is based on our core intellectual property which we seek to review and patent on a regular basis, where applicable.
We are heavily invested in creating patents for our core technology.
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Our
patent portfolio currently contains 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, and additional patent
assets developed by us. For additional information about the License Agreement refer to – “CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS” 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 (three patents), and has one pending continuation in the United States.
The expiration dates for the three patents in the United States are November 28, 2033, February 28, 2033 and February 28, 2033, respectively;
and
●
Patent family related to Small Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them: this patent
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 revoked after appeal in opposition proceedings). The expiration dates for these patents are March 16,
2031 (for the patents in the United States), and September 16, 2030 (for patents in each of the other aforementioned jurisdictions).
As
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 appeal hearings held in early 2024, the Board of Appeals revoked all three patents, with formal written decisions still pending.
The Company will decide whether to petition for further review of this matter after it receives the formal written decisions. The revocations
are not expected to have a material impact on the Company’s current business operations.
As
a result of a supplemental examination filed by the Company regarding one of the U.S. Patents (10,188,275), the U.S. Patent Office decided
to open reexamination proceedings for 23 of the 24 granted claims. A Notice of Intent to Issue a Reexamination Certificate was issued on
March 21, 2024 and the certificate is expected to be issued during
the course of 2024.
In
addition, our intellectual property rights further include the following material patent applications filed by Odysight.ai:
●
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. This patent family has pending patent application
in the United States and its expected expiry dates, if issued, will be in 2039-2040.
●
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. The patent application’s
expected expiry dates, if issued, will be in 2039-2040.
●
Patent family related to Systems and Methods for Monitoring Potential Failure in a Machine or a Component Thereof. This patent family
relates to system and methods for monitoring potential failure in a machine or a component thereof using at least one optical sensor.
Such sensors can be used 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 national phase applications filed in Australia,
Brazil, Canada, China, Europe, Israel, India, Japan, Korea, Singapore and the U.S. (2 applications, original granted and a pending continuation
application). The expiry date for the United States patent is January 2043.
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We
have also applied for provisional applications relating
to our predictive maintenance technology and developments and for our medical imaging technology and development. All of these applications
are expected to have a lifetime of 20 years from filing, if granted.
We
have also applied for trademark applications covering our brand names. The trademarks are registered in Israel and international
applications were filed under the Madrid protocol, which are under currently examination procedures. Opposition proceedings have
been filed by a third party in the European Union Intellectual Property Office against the Company’s EU trademark applications
for “Odysight” and “OdysightAI”. The opposition proceedings are expected to be finalized in
2024 or 2025.
Pursuant
to the Addendum, on February 7, 2023, we returned the patent family related to Camera Head to Medigus in return for a license from Medigus
to use the same patent family.
Despite
our efforts to protect our intellectual property, unauthorized parties may still copy or otherwise obtain and use our technology. For
additional information, refer to – “WE MAY NOT BE SUCCESSFUL IN ENFORCING OUR INTELLECTUAL PROPERTY RIGHTS AGAINST THIRD
PARTIES” above.
Employment
We
currently have approximately 49 full-time (or near full-time) employees. This number is expected to grow. We may recruit additional employees
to the R&D team.
Research
and Development
Our
R&D organization is responsible for the design, development, testing, and delivery of new technologies, features, products, and
integrations of our component parts. We currently have approximately 24 employees engaged in research and development. We intend to continue to invest in our research and development capabilities.
Our
R&D efforts are focused on the following areas: (i) maturing our multi camera solution based on advanced visual sensing and AI\ML
processing technologies focusing on sensing, computing, and prediction, cooperating with customers for mutual development projects that
demonstrate our technology by reaching customer KPIs and (ii) our industrial cloud-based product, which leverages our already in place
cloud environment to develop mutual proof of concept and minimal valuable product for our customers that enable cloud base solutions
for customer KPIs.
Regulation
Our
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.
For
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.
Given
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 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 communicate with business customers in order to identify certain regulatory dimensions inherent to a 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).
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Similarly,
if a component part of ours is incorporated into an electronic device for the purpose of being used inside a human body, we comply 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 and a variety of additional technical standards designed for the safety and essential performance of electronic medical
equipment. Moreover, we perform risk management assessments in accordance with EN ISO 14971:2019 and ISO/TR 24971:2020.
In
certain instances, our customers prefer that we conduct the testing of its products in internationally certified labs in order to further
guarantee that our component parts satisfy 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.
Since
we are seeking to sell our products to customers in the aviation sector, we have completed the process of implementing the AS9100D Standard
to comply with aerospace industry requirements.
As
a U.S. company with foreign offices, we are subject to a variety of foreign laws governing our foreign operations, as well as U.S. laws
that restrict trade and certain practices, such as the Foreign Corrupt Practices Act.
Israeli
Government Programs
As
a result of certain agreements between Medigus and Odysight.ai Ltd. (for additional information about these agreements refer to –
“CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” below), 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 Odysight.ai.
Accordingly,
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 Odysight.ai.
The
following are details regarding the rights and obligations within the framework of our activity in the Medigus Consortium, which continue
to apply to us notwithstanding the termination of the Medigus Consortium:
(i)
The
property rights to information which has been developed belongs to the Medigus Consortium member that developed it. However, the
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;
(ii)
The
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; and
(iii)
The
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
of the IIA. Such approval may entail additional payments to the IIA, as determined under the Innovation Law and regulations.
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Obligations
relevant to us under the Innovation Law include the following:
●
Local
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).
●
Know-How
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
licenses. 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.
●
Approval
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).
●
Approval
to manufacture products outside of Israel or consent to the transfer of technology, if requested, might not be granted. Furthermore,
the IIA may impose certain conditions on any arrangement under which it permits Odysight.ai to transfer technology or development
out of Israel.
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On
May 21, 2023, the Company was awarded an additional grant by the IIA. The purpose of this grant is to support and enhance the Company’s
production capabilities. Subject to the Company successfully achieving all predetermined milestones, the maximum grant amount that can
be received is NIS 1 million.
Under
the Innovation Law and the terms of the grant, royalties on the revenues derived from sales of products developed with IIA funding will
be payable to the Israeli government, generally at the rate of 3%. The royalty terms shall differ if we receive IIA approval to manufacture
or to transfer the rights to manufacture our products developed by way of the IIA grant outside of Israel. The obligation to make these
payments terminates upon full repayment of the grant amount, subject to adjustment for fluctuation in the dollar/shekel exchange rate,
plus interest.
Pursuant
to the terms of the grant under the Innovation Law, recipients of funding from the IIA are prohibited from (i) manufacturing products
developed using IIA grants or derived from technology developed with IIA grants outside of Israel and (ii) transferring rights to manufacture
such products outside of Israel. However, the IIA could, in special cases, approve the transfer of manufacturing or of manufacturing
rights of a product developed in an approved program or which resulted therefrom, outside of Israel. If we were to receive approval to
manufacture or to transfer the rights to manufacture our products developed with IIA-funding outside of Israel, we would be required
to pay an increased total amount of royalties (possibly up to 300% of the grant plus interest), depending on the portion of total manufacturing
that was performed outside of Israel.
The
terms of the grant under the Innovation Law prohibit transferring or licensing our IIA-financed technologies, technologies derived therefrom,
and related intellectual property rights and know-how outside of Israel, except under limited circumstances and only with the approval
of the IIA and generally upon making a payment to the IIA. If received, we could be required to pay the IIA an amount calculated in accordance
with the applicable formula set out in the applicable IIA grant track. The scope of the support received, the royalties that we already
paid to the IIA, the amount of time that elapsed between the date on which the technology was transferred, the date on which the applicable
project performance period for the IIA grants was completed, the sale price, and the form of transaction are all factors to be taken
into account in calculating the amount of payment to the IIA in connection with a transfer or license of IIA-funded technologies. The
repayment amount is subject to a maximum limit calculated in accordance with a formula set forth in the guidelines published by the IIA.
In addition, any decrease in the percentage of manufacturing performed in Israel of any product or technology, as originally declared
in the application to the IIA with respect to such product or technology, could require notification by us to or obtaining the approval
of the IIA, and could result in increased royalty payments to the IIA of up to 300% of the total grant amounts received in connection
with such product or technology, plus interest, depending on the portion of total manufacturing that was performed outside of Israel.
Approval
of the transfer or license of technology to residents of Israel is required and could be granted in specific circumstances, but only
if the recipient agrees to abide by the provisions of applicable law, including the restrictions on the transfer of know-how and the
obligation to pay royalties. An additional royalty payment is generally required to be made from the consideration paid for such transfer.
The
State of Israel does not own any intellectual property rights in technology developed with IIA funding and there is no restriction on
the export of products manufactured using technology and know-how developed with IIA funding. The technology and know-how are, however,
subject to transfer of technology and manufacturing rights restrictions as described above.