8-K - ODYS - Equibles

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): September 23, 2024

ODYSIGHT.AI

INC.

(Exactname of registrant as specified in its charter)

Nevada	333-188920	47-4257143
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
Suite 7A and 3B, 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
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. ☐

Item7.01 Regulation FD Disclosure.

On September 23, 2024, the Company issued a press release announcing the receipt of a repeat purchase order from the U.S. National Aeronautics and Space Administration (NASA) for its comprehensive visualization solution, to support its high-speed aeronautical flight testing. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of 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.

Item 9.01. Financial Statements and Exhibits.

Number	Description
99.1	Press release dated September 23, 2024
104	Cover 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> September 23, 2024	By:	/s/ Einav Brenner
	Name:	Einav<br> Brenner
	Title:	Chief<br> Financial Officer

| 3 |

| --- |

Exhibit99.1

ODYSIGHT.AIRECEIVES REPEAT Purchase order FROM NASA FOR ITS COMPREHENSIVE VISUALIZATION SOLUTION, TO SUPPORT its HIGH-SPEED AERONauTICAL FLIGHTTESTING

OMER, Israel, September 23, 2024 – Odysight.ai Inc. (OTCQB: ODYS), a pioneer in AI driven Predictive Maintenance (PdM) and Condition-Based Monitoring (CBM), is pleased to announce the receipt of a new purchase order for the Company’s vision-based system by the U.S. National Aeronautics and Space Administration (NASA) to support its high-speed aeronautical flight testing on aerospace vehicles. This repeat order from NASA demonstrates the unique value and quality of Odysight.ai’s innovative solutions.

Colonel (Res.) Yehu Ofer, CEO of Odysight.ai stated: “This order showcases the trust NASA places in Odysight.ai, and is a strong endorsement of our technology’s effectiveness. We are proud that NASA chose to integrate our solutions to support high-speed aeronautical flight testing and believe this further demonstrates the substantial value we deliver to our customers. We look forward to expanding our partnership with NASA.”

Inbal Kreiss, board member of Odysight.ai and currently Chief of Innovation at the Systems, Missiles and Space Division of the Israeli Aerospace Industries Ltd. (IAI) and Chairwoman of RAKIA, Israel’s Scientific and Technological Mission to the International Space Station, stated, “It is highly unusual for NASA to select a supplier as a single source for repeated space missions and thus the selection of Odysight.ai’s system by NASA is a clear validation of the exceptional quality of Odysight.ai’s capabilities.”

Odysight.ai’s visual sensing-based systems provide state-of-the-art solutions, ranging from bespoke cameras to advanced AI algorithms for diagnostics and prognostic health management applications. Odysight.ai’s groundbreaking technology is designed to empower users to autonomously monitor and manage the health of their assets without the need for specialized technicians, providing crucial support for the aerospace sector by enabling Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) of aerial vehicles. This technology enhances sustainment, operational availability and platform safety, offering superior capabilities, including an onboard Health and Usage Monitoring System (HUMS).

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. For more information, please visit: https://www.odysight.ai or follow us on Twitter, LinkedIn and YouTube.

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 future collaboration with NASA. 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.

CompanyContact:

Einav Brenner, CFO

info@odysight.ai

InvestorRelations Contact:

Miri Segal

MS-IR LLC

msegal@ms-ir.com

Tel: +1-917-607-8654