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): November 22, 2023

ODYSIGHT.AI

INC.

(Exactname of registrant as specified in its charter)

Nevada	333-188920	47-4257143
(Stateor other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
Suite 7A, Industrial Park<br><br> <br>P.O. Box 3030, Omer, Israel 8496500<br><br> <br>**<br><br> <br>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 November 22, 2023, Odysight.ai, Inc. (the “Company”) issued a press release announcing the election of Company CEO Yehu Ofer as a member of the International Board of the Weizmann Institute. 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 with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 22, 2023
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> November 22, 2023	By:	/s/ Tanya Yosef
	Name:	Tanya<br> Yosef
	Title:	Chief<br> Financial Officer

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Exhibit99.1

Odysight.aiCEO Yehu Ofer Elected as Member of the International Board of the Weizmann Institute

OMER, Israel, November 22, 2023 — Odysight.ai Inc. (OTCQB: SCTC), a leading provider of visual-based predictive maintenance (PdM) and condition-based monitoring (CBM) solutions, proudly announced the election of its CEO, Yehu Ofer, as a member of the International Board of the renowned Weizmann Institute of Science.

Mr. Ofer’s appointment to this role reflects a significant recognition from one of Israel’s top scientific and technological research organizations. This recognition exemplifies Mr. Ofer’s exceptional and outstanding reputation within leading technological defense and commercial organizations in Israel and abroad.

Yehu Ofer assumed the position of CEO of Odysight.ai on October 18, 2022. He brought with him a substantial business background in the aviation and aerospace industries, as well as a wealth of expertise as a former Israeli Air Force (IAF) pilot and commander. Under his leadership, Odysight.ai has evolved into a major player in the development of video sensor-based predictive maintenance and condition based monitoring solutions for vital systems in the aviation, aerospace, industrial, transportation and energy sectors.

A retired colonel in the Israel Air Force, Mr. Ofer has held significant positions, including leading operational squadrons and serving as Israel’s defense attaché to Italy, Greece, Serbia and Croatia. His experience extends to the private sector, where he held senior management roles at Elbit Systems Ltd. Mr. Ofer holds an MA in International Relations from the University of Haifa and a BA in Economics and Logistics from Bar Ilan University. In addition, Mr. Ofer is a graduate of the National Security college in Tel Aviv.

“The Board of Directors and I proudly congratulate Mr. Yehu Ofer on his election to the International Board of the Weizmann Institute”, said Prof. Benad Goldwasser, Chairman of the Board of Odysight.ai. “Yehu’s profound commitment to excellence and leadership as well as his deep understanding of technology and its business applications, as evident during his tenure as our CEO, will undoubtedly contribute to the Weizmann Institute’s International Board as much as it has contributed and will continue doing so to Odysight.ai “.

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, expectations about Mr. Yehu Ofer’s performance as CEO of the Company or a member of the International Board of the Weizmann Institute of Science. 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 single suppliers for certain product components, including for miniature video sensors which are suitable for our Complementary Metal Oxide Semiconductor technology products, (xi) 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, (xii) the impact of pandemics, such as COVID-19 (coronavirus) and (xiii) 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. 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 28, 2023 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

Miri Segal

MS-IR LLC

917-607-8654

msegal@ms-ir.com