8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d)

of

The Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): May 16, 2024

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ODYSIGHT.AI

INC.

(Exactname of registrant as specified in its charter)

Nevada	333-188920	47-4257143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Suite 7A, Industrial Park<br><br> <br>P.O. Box 3030, Omer, Israel<br><br> <br>****<br><br> <br>12 Abba Hillel Silve Rd, Sasson Hugi Tower<br><br> <br>Ramat Gan, Israel 5250606	8496500
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(Address of principal executive offices)	(Zip Code)

+972

73 370-4690

(Registrant’stelephone number, including area code)

NotApplicable

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencements<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item2.02 Results of Operations and Financial Condition.

On May 16, 2024, Odysight.ai, Inc. (the “Company”) issued a press release announcing first quarter 2024 financial results and providing a corporate update. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated May 16, 2024
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	ODYSIGHT.AI INC.
Date:<br> May 16, 2024	By:	/s/ Einav Brenner
	Name:	Einav<br> Brenner
	Title:	Chief<br> Financial Officer

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Exhibit99.1

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Odysight.aiAnnounces First Quarter 2024 Financial Results and Provides Corporate Update

OMER, Israel, May 16, 2024 – Odysight.ai Inc. (OTCQB: ODYS), a leading provider of visual based predictive maintenance (PdM) and condition-based monitoring (CBM) solutions, announced financial results for the three months ended March 31, 2024. As of March 31, 2024, Odysight.ai had $15.6 million of cash and short-term deposits on its balance sheet.

The Company reported a U.S. generally accepted accounting principles (GAAP) net loss of $3.2 million and a non-GAAP net loss of $2.7 million for the first quarter of 2024, compared to a GAAP net loss of $2.7 million and a non-GAAP net loss of $2.3 million for the first quarter of 2023. The increase is a result of enlarging our focus on R&D activities and expanding our selling and marketing efforts in the I4.0 domain (aviation, transportation and energy industries). A reconciliation between GAAP net loss and non-GAAP net loss is provided as a part of this release.

Keyhighlights:

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●	Company’s backlog amount exceeds $3.5 million – providing strong indication of a sustained demand for our products or services.
●	The<br> Company’s efforts continue to yield positive results within the aviation and defense markets. Selected recently secured orders<br> and updates are provided below:
-	Odysight.ai Receives Purchase Order for its Predictive Maintenance System for the Israel Air Force Boeing AH-64 Apache Attack Helicopter Prototype - In February 2024, Odysight.ai announced a strategic collaboration with the Israeli Ministry<br> of Defense (IMOD) involving a purchase order to deploy its cutting-edge PdM system in the Boeing AH-64 Apache attack helicopter prototype<br> of the Israel Air Force (IAF). The partnership marks a significant milestone, showcasing the integration of our autonomous, visual<br> monitoring and predictive maintenance technology into the world’s leading attack helicopter, setting new standards for aviation<br> safety and operational efficiency. There are approximately 2,700 Boeing AH-64 Apache attack helicopters deployed worldwide.
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-	Odysight.ai Receives Purchase Order from an International Defense Contractor for its Visual Based Predictive Maintenance System, to be Installed in an Upgraded Israel Air Force (IAF) Maritime Version Sikorsky-Lockheed Martin SH-60 Seahawk – In March 2024, Odysight.ai<br> announced the receipt of a purchase order exceeding $1 million from a major international defense contractor for the Company’s<br> cutting-edge visual sensing and AI analytics solution. The systems will be installed in upgraded Lockheed Martin (Sikorsky) SH-60<br> Seahawk Maritime Rotary Wing Aircraft of the Israel Air Force.
	Odysight.ai<br> believes the purchase order showcases the uniqueness of its innovative PdM systems for the aerospace industry and is an important<br> milestone in the Company’s systems transitioning aviation from legacy to AI driven maintenance solutions. More than 4,000 UH-60<br> Black Hawk aircraft, and its variants such as the SH-60 Seahawk, are currently in service worldwide. The addressable market for the<br> Company’s rotary wing aircraft system is more than a $1bn.

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-	Odysight.ai Receives a Purchase Order from Tel Aviv University for the Israel Ministry of Defense for a Bespoke System Based on Its Proprietary Visual Sensors – In May 2024, Company announced the receipt of a purchase order from Tel Aviv University for a research<br> and development project of the Israeli Ministry of Defense for a bespoke system based on the Company’s proprietary visual sensors.<br> Odysight.ai believes the purchase order showcases the wide variety of applications for its visual know-how and proven expertise.
●	Appointment of Einav Brenner as Chief Financial Officer - The Company has enhanced its managerial structure by appointing Ms. Einav<br> Brenner to the position of Chief Financial Officer.
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“Our unique visualization and AI platform solution is getting traction and with our backlog surpassing $3.5 million, we see a trend of growing demand for our solutions across multiple industries. Our successes in the aviation and defense sectors, including strategic partnerships with the Israeli Ministry of Defense, mark important milestones in our journey of shaping the future of aviation maintenance with AI-driven technologies,” said Yehu Ofer, Chief Executive Officer.

“Additionally, the purchase order from Tel Aviv University highlights the increasingly diverse applications of our proprietary technology and demonstrates the depth of our offering. Lastly, I’m delighted to welcome Einav Brenner as our new Chief Financial Officer, strengthening our leadership team as we continue to drive commercial growth.”

SUPPLEMENTALRECONCILIATION TO NON-GAAP RESULTS

U.S.dollars in thousands

	Three months ended March 31,
	2024			2023
GAAP operating loss		(3,364	)		(2,779	)
Stock based compensation in cost of revenues		9			3
Stock based compensation in research and development		135			140
Stock based compensation in sales and marketing		50			41
Stock based compensation in general and administrative		306			164
Non-GAAP operating loss		(2,864	)		(2,431	)
GAAP net loss		(3,162	)		(2,686	)
Stock based compensation		500			348
Non-GAAP net loss		(2,662	)		(2,338	)

AboutOdysight.ai

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Odysight.ai is pioneering the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform. Providing video sensor-based solutions for critical systems in the aviation, transportation, and energy industries, Odysight.ai leverages proven visual technologies and products from the medical industry. Odysight.ai’s 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. Odysight.ai’s platform allows maintenance and operations teams visibility into areas which are inaccessible under normal operation, or where the operating ambience is not suitable for continuous real-time monitoring. For more information, please visit: https://www.odysight.ai or follow us on Twitter, LinkedIn and YouTube.

Forward-LookingStatements

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Information set forth in this news release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding sustained demand for the Company’s products, the Company’s positive trajectory in commercializing its products and optimism about future growth. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements are based on information we have when those statements are made or our management’s current expectation and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward- looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to the following: (i) market acceptance of our existing and new products, including those that utilize our micro Odysight.ai technology or offer Predictive Maintenance and Condition Based Monitoring applications, (ii) lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device and related industries from much larger, multinational companies, (v) product liability claims, product malfunctions and the functionality of Odysight.ai’s solutions under all environmental conditions, (vi) our limited manufacturing capabilities and reliance on third-parties for assistance, (vii) an inability to establish sales, marketing and distribution capabilities to commercialize our products, (viii) an inability to attract and retain qualified personnel, (ix) our efforts obtain and maintain intellectual property protection covering our products, which may not be successful, (x) our reliance on a single customer that accounts for a substantial portion of our revenues, (xi) our reliance on single suppliers for certain product components, including for miniature video sensors which are suitable for our Complementary Metal Oxide Semiconductor technology products, (xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain, (xiii) the impact of computer system failures, cyberattacks or deficiencies in our cybersecurity, (xiv) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical, global supply chain and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction and (xv) political, economic and military instability in Israel, including the impact on our operations of the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them. These and other important factors discussed in Odysight.ai’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2024 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Except as required under applicable securities legislation, Odysight.ai undertakes no obligation to publicly update or revise forward-looking information.

InvestorRelations Contact:

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Miri Segal

MS-IR LLC

msegal@ms-ir.com

Tel: +1-917-607-8654