8-K
Odysight.ai Inc. (ODYS)
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 15, 2025
ODYSIGHT.AI
INC.
(Exactname of registrant as specified in its charter)
| Nevada | 001-42497 | 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 | 8496500 | |
| --- | --- | |
| (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 |
|---|---|---|
| Common Stock, $0.001 par value per share | ODYS | Nasdaq Capital Market |
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 15, 2025, Odysight.ai, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2025 and providing a business 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.
| Number | Description |
|---|---|
| 99.1 | Press release dated May 15, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
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 15, 2025 | By: | /s/ Einav Brenner |
| Name: | Einav<br> Brenner | |
| Title: | Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit99.1
Odysight.aiReports Financial Results for The First Quarter of 2025 and Provides Business Update
OMER, Israel, May 15, 2025 – Odysight.ai Inc. (NASDAQ: ODYS), a leading provider of visual based predictive maintenance (PdM) and condition-based monitoring (CBM) solutions, announces its financial results for the three months ended March 31, 2025 and provides a business update.
Keyhighlights
| ● | First<br> quarter revenues totaled $2.1 million. |
|---|---|
| ● | Uplisted<br> to the Nasdaq Capital Market in February 2025 and raised gross proceeds of $23.7 million. |
| Net<br> cash position^1^ of approximately $37.2 million as of March 31, 2025. | |
| ● | Commercial<br> achievements: |
| --- | --- |
| - | Partnered<br> with Israel Railways to develop advanced AI-powered visualization system to prevent derailments<br> and enhance railway safety. |
| --- | --- |
| - | Received<br> an initial purchase order from a European partner for a combined industrial solution, using<br> Odysight.ai’s sensors and machine learning algorithms, designed to monitor the condition<br> of belts and cables used across various industrial sectors such as cranes, elevators<br> and transportation systems. |
EinavBrenner, Chief Financial Officer of Odysight.ai: “We’re making important strides in building the technological andoperational foundations that will support our long-term growth. While some of this progress is not yet reflected in our financial results,we are focused on strengthening our infrastructure, expanding our technological capabilities, establishing relationships with globalleaders in our industry and positioning ourselves for future success in Aerospace and new verticals. Our successful uplistingto Nasdaq and recent capital raise mark major milestones for the Company. These achievements not only strengthen our balancesheet, but also enhance our visibility, credibility and access to global customers and investors. We believe we are well-positionedto support our strategic initiatives and drive sustainable, long-term growth. These are investments in a differentiated value proposition— for our customers, our partners and our shareholders.”
Financialhighlights for three months ended March 31, 2025
Revenueswere approximately $2.1 million, compared to $0.2 million from the three months ended March 31, 2024. The increase was primarily attributed to the full recognition of approximately $1.7 million in revenues from the fulfillment of contract with a Fortune 500 medical company.
***Backlog^2^***was approximately $14.8 million as of March 31, 2025.
^1^Including cash, cash equivalents, short term deposits and restricted deposit/cash.
^2^Backlog is measured and defined differently by companies within our industry. We refer to “backlog” as our booked ordersbased on purchase orders or hard commitments but not yet recognized as revenue. Backlog is not a comprehensive indicator of future revenueand is not a measure of profitability. Orders included in backlog may be cancelled or rescheduled by customers. A variety of conditions,both specific to the individual customer and generally affecting the customer’s industry, may cause customers to cancel, reduceor delay orders that were previously made or anticipated. Projects may remain in backlog for extended periods of time.
Costof Revenues was $1.5 million, compared to $0.4 million for the three months ended March 31, 2024. The increase was primarily attributed to the approximately $1 million in cost of revenues related to the fulfillment of a contract with a Fortune 500 medical company, and to the recognition of an inventory impairment of $0.2 million.
GrossProfit (Loss) was $0.6 million, reflecting a gross margin of 26%, compared to gross loss of $0.2 million for the three months ended March 31, 2024. The improvement is attributable to Industry 4.0 revenues and to the contract fulfillment related to a Fortune 500 medical company.
Operatingexpenses were $5.1 million, compared to $3.1 million for the three months ended March 31, 2024. The increase was primarily driven by the expansion of the Company’s operations, including the development of new Industry 4.0 products and one-time expenses related to the Company’s uplisting to Nasdaq.
Netloss was $4.3 million, compared to $3.2 million for the three months ended March 31, 2024.
CashBalance^1^ as of March 31, 2025 was $37.2 million, compared to approximately $17.0 million as of March 31, 2024. In February 2025, the Company uplisted to the Nasdaq Capital Market and completed a U.S. underwritten public offering with gross proceeds of approximately $23.7 million.
AboutOdysight.ai
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.
We routinely post information that may be important to investors in the Investors section of our website. For more information, please visit: https://www.odysight.ai or follow us on Twitter, LinkedIn and YouTube.
Backlog
We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Backlog is presented for supplemental informational purposes only, and is not intended to be a substitute for any GAAP financial measures, including revenue or net income (loss), and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. In addition, backlog should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Therefore, backlog should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.
Forward-LookingStatements
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 long-term growth prospects, future plans related to infrastructure, technological capabilities and relationships with global leaders and success in Aerospace and new verticals. 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, including the adoption or expansion of economic sanctions, tariffs or trade restrictions and (xv) political, economic and military instability in Israel, including the impact of Israel’s war against Hamas. 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, 2025, 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.
CompanyContact:
Einav Brenner, CFO
info@odysight.ai
InvestorRelations Contact:
Miri Segal
MS-IR LLC
msegal@ms-ir.com
Tel: +1-917-607-8654
ODYSIGHT.AIINC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| Three months<br> ended | |||||
|---|---|---|---|---|---|
| March<br> 31, | |||||
| 2025 | 2024 | ||||
| Unaudited | |||||
| in thousands (except<br> per share data) | |||||
| REVENUES | 187 | ||||
| COST OF REVENUES | 410 | ||||
| GROSS PROFIT (LOSS) | (223 | ) | |||
| RESEARCH AND DEVELOPMENT<br> EXPENSES | 1,567 | ||||
| SALES AND MARKETING EXPENSES | 234 | ||||
| GENERAL<br> AND ADMINISTRATIVE EXPENSES | 1,340 | ||||
| OPERATING LOSS | ) | (3,364 | ) | ||
| FINANCING<br> INCOME, NET | 202 | ||||
| NET<br> LOSS | ) | (3,162 | ) |
All values are in US Dollars.
ODYSIGHT.AIINC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | |||
|---|---|---|---|
| 2024 | |||
| Audited | |||
| Assets | |||
| CURRENT ASSETS: | |||
| Cash and cash<br> equivalents | 18,164 | ||
| Restricted cash | - | ||
| Restricted deposit | 322 | ||
| Accounts receivable | 1,510 | ||
| Inventory | 203 | ||
| Other current assets | 588 | ||
| Total current assets | 20,787 | ||
| NON-CURRENT ASSETS: | |||
| Contract fulfillment assets | 1,017 | ||
| Property and equipment,<br> net | 407 | ||
| Operating lease right-of-use<br> assets | 1,113 | ||
| Severance pay asset | 259 | ||
| Other non-current assets | 96 | ||
| Total non-current assets | 2,892 | ||
| TOTAL ASSETS | 23,679 | ||
| Liabilities and shareholders’<br> equity | |||
| CURRENT LIABILITIES: | |||
| Accounts payable | 442 | ||
| Contract liabilities -<br> short term | 702 | ||
| Operating lease liabilities<br> - short term | 539 | ||
| Accrued compensation expenses | 1,124 | ||
| Related parties | 120 | ||
| Other current liabilities | 368 | ||
| Total current liabilities | 3,295 | ||
| NON-CURRENT LIABILITIES: | |||
| Contract liabilities -<br> long term | 1,373 | ||
| Operating lease liabilities<br> - long term | 508 | ||
| Liability for severance<br> pay | 259 | ||
| Total non-current liabilities | 2,140 | ||
| TOTAL LIABILITIES | 5,435 | ||
| SHAREHOLDERS’ EQUITY: | |||
| Common stock, 0.001 par value; 300,000,000<br> shares authorized as of March 31, 2025, and December 31, 2024, 16,307,321 and 12,612,517 shares issued and outstanding as of<br> March 31, 2025, and December 31, 2024, respectively | 13 | ||
| Additional paid-in capital | 64,205 | ||
| Accumulated deficit | ) | (45,974 | |
| TOTAL SHAREHOLDERS’<br> EQUITY | 18,244 | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’<br> EQUITY | 23,679 |
All values are in US Dollars.