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): September 4, 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, Industrial Park<br><br> <br>P.O. Box 3030, Omer, Israel | ||
| --- | ||
| 12 Abba Hillel Silve Rd, Sasson Hugi Tower<br><br> <br>Ramat Gan, Israel 5250606 | 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. ☐
Item8.01 Other Events.
On September 4, 2024, Odysight.ai, Inc. (the “Company”) issued a press release announcing purchase order agreement exceeding $10M from a leading international defense contractor. 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 September 4, 2024 |
| 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> September 4, 2024 | By: | /s/ Einav Brenner |
| Name: | Einav<br> Brenner | |
| Title: | Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit99.1
ODYSIGHT.AIannounces Purchase order AGREEMENT EXCEEDING $10m FOR ITS PREDiCTIVE MAINTENANCE solution, FROM a leading international defenSe contractor,TO Be FULLY INTEGRATED IN ITS new UAV CONFIGURATION AS WELL AS existing uav line
OMER, Israel, September 4, 2024 – Odysight.ai Inc. (OTCQB: ODYS), is pleased to announce the signing of a purchase order agreement exceeding $10M with a leading international defense contractor for its vision-based predictive maintenance (PdM) and condition-based monitoring (CBM) system to be integrated from the design phase into a UAV host platform baseline configuration, as well as into an existing UAV line. The agreement is for UAV series that are sold globally and are expected to encompass several hundred systems spanning the life of the programs. Odysight.ai’s addressable market for its UAV-specific solutions is estimated at multibillion dollars.
The integration of Odysight.ai’s PdM solution from the design phase highlights our solution’s maturity and value add to the UAV platforms. Odysight.ai’s visual sensing-based system for PdM provides a state-of-the-art solution incorporating advanced AI algorithms for diagnostics and prognostic health management applications. This groundbreaking technology is designed to empower users to monitor and manage the health of their assets without requiring specialized technicians or manual intervention, providing crucial support for the aerospace sector by enabling PdM and CBM of aerial vehicles. Odysight.ai’s technology enhances sustainment, operational availability and safety of any platform, providing our clients with unmatched capabilities, including an onboard Health and Usage Monitoring System (HUMS).
Colonel (Res.) Yehu Ofer, CEO of Odysight.ai, reflected on this purchase order, stating, “This order represents an exciting new milestone for Odysight.ai, serving as a strong endorsement of our technology’s effectiveness and accelerating the growth of our orderbook and backlog. I am proud that a leading global defense contractor chose to integrate our system in their new UAV from the design phase, and believe this further demonstrates the substantial value we deliver to our customers and significantly strengthens our position for future contracts. This purchase order demonstrates that our systems can be retrofitted for existing platforms, as well as integrated from design, which materially grows our addressable market. This capability is unique and is another material advantage compared to the capabilities of legacy monitoring systems, based on acoustics, temperature and vibrations, which are usually installed only at the design phase. Odysight.ai’s system can complement systems in both existing and new platforms, as demonstrated by our growing order book of purchase orders in 2024.”
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 espectations about sales by a leading internation defense contractor as well as the Company’s addressable market and future growth of its orderbook and backlog. 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