Odysight.ai Inc S-1/A, filed Apr 8, 2024

Odysight.ai Inc. (ODYS)

S-1/A 2024-04-08

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Added on October 27, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

ABOUT THIS PROSPECTUS	1
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	2
THE OFFERING	4
RISK FACTORS	5
USE OF PROCEEDS	21
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
BUSINESS	31
MANAGEMENT	40
EXECUTIVE COMPENSATION	44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	51
DESCRIPTION OF CAPITAL STOCK	53
SELLING STOCKHOLDERS	57
PLAN OF DISTRIBUTION	59
LEGAL MATTERS	60
EXPERTS	60
WHERE YOU CAN FIND MORE INFORMATION	61

	●	our financial performance, including our history of operating losses;

	●	our ability to obtain additional funding to continue our operations;

	●	our ability to successfully develop and commercialize our products;

	●	changes in the regulatory environments of the United States and other countries in which we intend to operate;

	●	our ability to attract and retain key management and marketing personnel;

	●	competition from new market entrants;

	●	our ability to identify and pursue development of additional products; and

	●	unfavorable conditions in the Company’s industry, the global economy or global supply chain, including international trade relations, pandemics, political turmoil, natural catastrophes, warfare (such as the war between Russia and Ukraine, the armed conflict in Israel and Israel’s related declaration of war against Hamas), and terrorist attacks.

	●	We have had a limited operating history and may not be able to successfully operate our business or execute our business plan.

	●	If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services, we may not be successful in commercializing our products and technology.

	●	We may require substantial additional funding, which may not be available to us on acceptable terms, or at all.

	●	Our failure to effectively manage growth could impair our business.

	●	Our commercial success depends upon the degree of market acceptance by prospective markets and industries

	●	Weakened global economic conditions may harm our industry, business and results of operations.

	●	Conditions in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations and Israel’s war against them, if escalated, could negatively affect our operations.

Common Stock offered by the Selling Stockholders		11,046,927 shares of Common Stock Assumes exercise of outstanding warrants to acquire 4,195,353 shares of Common Stock.

OTCQB symbol		“ODYS”

Use of proceeds		We will not receive any proceeds from the sale of the shares of Common Stock offered hereby. All net proceeds from the sale of these shares will go to the Selling Stockholders. However, we will receive cash proceeds equal to the total exercise price of warrants that are exercised for cash, or up to $27.4 million, if all warrants issued to the Selling Stockholders are exercised for cash. See “Use of Proceeds.”

Common Stock outstanding as of April 5, 2024 (does not include shares of Common Stock underlying outstanding warrants or options).		10,446,685 shares of Common Stock

Risk factors		Prospective investors should carefully consider the “Risk Factors” beginning on page 5 of this prospectus for a discussion of certain factors that should be considered before deciding whether to invest in the shares of Common Stock offered hereby.

	●	Our reliance on third-party suppliers for most of the components of our products could harm our ability to meet demand for our products in a timely and cost-effective manner.
	●	We may not be able to manage our strategic partners effectively.
	●	We may not have sufficient manufacturing capabilities to satisfy any growing demand for our products. We may be unable to control the availability or cost of producing such products.

	●	We expect to face competition in the future. If we cannot successfully compete with new or existing technologies or future developed products, our marketing and sales will suffer, and we may never be profitable.
	●	If we fail to comply with anti-bribery, anti-corruption and anti-money laundering laws, we could be subject to penalties and other adverse consequences.

	●	We may not be able to obtain all possible patents or other intellectual property rights necessary to protect our proprietary technology and business.
	●	We may not be successful in enforcing our intellectual property rights against third parties.
	●	We may be subject to infringement claims and other litigation, which could adversely affect our business.
	●	Governmental regulation of non-practicing patent holders may adversely affect our business.

	●	Our business and operations may suffer in the event of computer system failures, cyberattacks, or deficiencies in our cybersecurity.
	●	We may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that could be expensive, divert management’s attention, and harm our business.
	●	Testing of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.
	●	We rely on highly skilled personnel, and, if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate our business effectively.
	●	We incorporate artificial intelligence, or AI, into some of our products. This technology is new and developing and may present both compliance and reputational risks.

	●	If the ownership of our Common Stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.
	●	Future resales of Common Stock may cause the market price of our Common Stock to drop significantly, even if our business is doing well.
	●	Trading on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our Common Stock and make it difficult for our stockholders to resell their Common Stock.
	●	Anti-takeover provisions contained in our articles and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.
	●	The market price of our Common Stock may be highly volatile and such volatility could cause you to lose some or all of your investment.
	●	Our Common Stock is currently a “penny stock,” which imposes additional sales practice requirements on broker-dealers that sell such securities.
	●	Compliance with the reporting requirements of federal securities laws can be expensive.
	●	Our investors’ ownership in the Company may be diluted in the future.
	●	Directors, executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.
	●	We do not anticipate paying any cash dividends in the foreseeable future.

	●	We are subject to the risks of political, economic, health, and military instability in countries outside the United States in which we operate.
	●	Conditions in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations and Israel’s war against them, if escalated, could negatively affect our operations.
	●	Other instances of political, economic, or military instability in Israel, if escalated, could impede our ability to operate and harm our financial results.
	●	It may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.
	●	Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.
	●	Certain technology developed and used by us received Israeli government grants for certain research and development activities. The terms of those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.
	●	We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.

	●	the absence of a lengthy operating history;

	●	potential for ongoing operating losses;

	●	operating in multiple currencies;

	●	our ability to anticipate and adapt to a developing market(s);

	●	acceptance of our products by the medical and industrial (I4.0) markets and consumers;

	●	introducing innovation to conservative industries;

	●	development risks and implementation of new software and algorithm for AI and cloud utilization;

	●	insufficient capital to fully realize our operating plan;

	●	a competitive environment;

	●	the ability to identify, attract, and retain qualified personnel; and

	●	operating in an environment that is highly regulated by a number of agencies.

	●	we have not recruited adequate numbers of effective sales and marketing personnel;

	●	the challenge of sales personnel to obtain access to potential customers;

	●	the lack of complementary products to be offered by sales personnel or lack of product-market fit, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

	●	unforeseen costs and expenses associated with creating an independent sales and marketing organization.

	●	the cost, safety, efficacy/performance, perceived value and convenience of our technology and any current or future product that we may develop;

	●	the ability of third parties to enter into relationships with us;

	●	the effectiveness of our sales and marketing efforts;

	●	the strength of marketing and distribution support for, and timing of market introduction of, competing technology and products; and

	●	publicity concerning our technology or products or competing technology and products.

●	misappropriation of our proprietary and confidential information, including technology, will nevertheless occur;

●	our confidentiality agreements will not be honored or may be rendered unenforceable;

●	third parties will independently develop equivalent, superior, or competitive technology or products;

●	disputes will arise with our current or future strategic licensees, customers, or others concerning the ownership, validity, enforceability, use, patentability, or registrability of intellectual property; or

●	unauthorized disclosure of our know-how, trade secrets, or other proprietary or confidential information will occur.

	●	the time, significant expense and distraction to management of managing such litigation;

	●	the uncertainty of litigation and its potential outcomes;

	●	the possibility that in the course of such litigation, the defendant may challenge the validity of our patents, which could result in a re-examination or post grant review of our patents and the possibility that our patents may be limited in scope or invalidated altogether;

	●	the potential that the defendant may successfully persuade a court that their technology or products do not infringe our intellectual property rights;

	●	the impact of such litigation on other licensing relationships we have or seek to establish, including the timing of renewing or entering into such relationships, as applicable, as well as the terms of such relationships; and

	●	adverse publicity to us or harm to relationships we have with customers or others.

●	the announcement of new products or product enhancements by us or our competitors;

●	developments concerning intellectual property rights;

●	changes in legal, regulatory, and enforcement frameworks impacting our technology or the application of our technology;

●	variations in our and our competitors’ results of operations;

●	fluctuations in earnings estimates or recommendations by securities analysts, if our Common Stock is covered by analysts;

●	the results of product liability or intellectual property lawsuits;

●	future issuances of Common Stock or other securities;
●	the addition or departure of key personnel;

●	announcements by us or our competitors of acquisitions, investments or strategic alliances;

●	current or anticipated impact of military conflict, including the conflict between Russia and Ukraine, Israel’s war or conflicts with Hamas or Lebanon, terrorism or other geopolitical events;

●	sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate market and economic instability; and

●	general market conditions and other events or factors, many of which are beyond our control.

	●	Production and supply of product to a Fortune 500 multinational healthcare corporation.

	●	Enlarging our focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased workload and solution development activity.

	2023			2022			% Change
Revenues		3,033,000			665,000			356	%
Cost of Revenues		2,524,000			1,631,000			55	%
Gross Profit (Loss)		509,000			(966,000	)		153	%
Research and development expenses		5,602,000			4,197,000			33	%
Sales and marketing expense		1,109,000			699,000			59	%
General and administrative expenses		4,431,000			3,577,000			24	%
Operating Loss		(10,633,000	)		(9,439,000	)		13	%

	-	an increase in the number of products sold and supplied to the customer during 2023, and

	-	formalization of negotiations with the customer, according to which the price per unit increased significantly compared to the previous price.

	●	During the second quarter of 2022, the Company completed the development of a product relating to a customer-specific project for a Fortune 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result, during the year ended December 31, 2022, the Company recognized development services revenues and related development costs that have been previously deferred. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at seven years.

	●	Increased focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased workload and solution development activity.

	2022			2021			% Change
Revenues		665,000			387,000			72	%
Cost of revenues		1,631,000			1,108,000			47	%
Gross Loss		(966,000	)		(721,000	)		34	%
Research and development expenses		4,197,000			2,002,000			110	%
Sales and marketing expense		699,000			908,000			(23	)%
General and administrative expenses		3,577,000			5,481,000			(35	)%
Operating Loss		(9,439,000	)		(9,112,000	)		4	%

	2023			2022
Cash used in Operating Activities		(10,009,000	)		(6,095,000	)
Cash provided by (used in) Investing Activities		(5,113,000	)		7,882,000
Cash provided by Financing Activities		13,809,000			-

	●	engaging third party companies and local consultants as territorial representatives in key markets and leading companies in relevant industries;

	●	initiating business engagements based on leads received through our marketing efforts, through active interaction with key industry influencers, providing financed proof of concept in order to generate tailored product orders, or via other methods or means;

	●	conducting proof of concept demonstrations in order to evaluate the feasibility of integration for monitoring their systems and to demonstrate the significant value proposition of our technology to customers;

	●	networking through personal contacts in the aerospace, critical industry, transportation, maritime, medical, and defense industries; and

	●	participating in major aerospace, maritime, and vision technology exhibitions as well as industry 4.0 specific events.

	(i)	The property rights to information which has been developed belongs to the Medigus Consortium member that developed it. However, the developing entity is obligated to provide the other members in the Medigus Consortium a license for the use of the new information, without consideration, provided that the other members do not transfer such information to any entity which is not a member of the Medigus Consortium. The provision of a license or of the right to use the new information to a third party is subject to approval by the administration of the MAGNET Program at the IIA;

	(ii)	The Medigus Consortium member is entitled to register a patent for the new information which has been developed by it within the framework of its activity in the Medigus Consortium. The foregoing registration does not require approval from the administration of the MAGNET Program at the IIA; and

	(iii)	The know-how and technology developed under the program is subject to the restrictions set forth under the Innovation Law, including restrictions on the transfer of such know-how and any manufacturing rights with respect thereto, without first obtaining the approval of the IIA. Such approval may entail additional payments to the IIA, as determined under the Innovation Law and regulations.

	●	Local Manufacturing Obligation. The terms of the grants under the Innovation Law require that we manufacture the products developed with these grants in Israel. Under the regulations promulgated under the Innovation Law, the products may be manufactured outside Israel by us or by another entity only if prior approval is received from the IIA (such approval is not required for the transfer of less than 10% of the manufacturing capacity in the aggregate, in which case a notice should be provided to the IIA). In general, due to manufacturing outside Israel, with respect to royalties bearing grants we would be required to pay royalties at an increased rate, usually 1% in addition to the standard rate and increased royalties cap (between 120% and 300% of the grants, depending on the manufacturing volume that is performed outside Israel).

	●	Know-How Transfer Limitation. The Innovation Law restricts the ability to transfer, in any manner, know-how funded directly or indirectly by the IIA (sale of products is not prohibited), unless the IIA approves doing so and subject to the terms of the Innovation Law and of the IIA’s approval.

		Among other things, transfer of IIA funded know-how outside of Israel requires prior approval of IIA and in certain circumstances is subject to certain payments to the IIA, calculated according to a formula provided under the Innovation Law. If we wish to transfer IIA funded know-how outside of Israel, the terms for approval will be determined according to the character of the transaction and the consideration paid to us for such transfer. The IIA approval to transfer know-how created, in whole or in part, in connection with a IIA-funded project to third party outside Israel where the transferring company remains an operating Israeli entity is subject to payment of a redemption fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the ratio between the aggregate IIA grants to the company’s aggregate investments in the project that was funded by these IIA grants, multiplied by the transaction consideration, considering statutory depreciation and less royalties already paid to the IIA. The transfer of such know-how to a party outside Israel where the transferring company ceases to exist as an Israeli entity is subject to a redemption fee formula that is based, in general, on the ratio between aggregate IIA grants received by the company and the company’s aggregate research and development expenses, multiplied by the transaction consideration considering statutory depreciation and less royalties already paid to the IIA.

		The regulations promulgated under the Innovation Law establish a maximum payment of the redemption fee paid to the IIA under the above mentioned formulas and differentiates between two situations: (i) in the event that the company transfers its IIA funded know-how, in whole or in part, or is sold as part of an M&A transaction, and subsequently ceases to conduct business in Israel, the maximum redemption fee under the above mentioned formulas will be no more than six times the amount received (plus annual interest) for the applicable know-how being transferred, or the entire amount received from the IIA, as applicable; (ii) in the event that following the transactions described above (e.g. asset sale of IIA funded know-how or transfer as part of an M&A transaction) the company continues to conduct its research and development activity in Israel (for at least three years following such transfer and maintain staff of at least 75% of the number of research and development employees it had for the six months before the know-how was transferred and keeps the same scope of employment for such research and development staff), then the company is eligible for a reduced cap of the redemption fee of no more than three times the amounts received (plus annual interest) for the applicable know-how being transferred. In addition, special rules and payment formulas apply for certain kinds of transfers of know-how outside of Israel, such as R&D licenses. Transfer of IIA-funded know-how outside of Israel not according to the R&D Law may give rise to financial exposure as well as criminal liability.

	●	Approval of the transfer of IIA funded technology to another Israeli company may be granted only if the recipient assumes and abides by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel (in addition, there will be an obligation to pay royalties to the IIA from the income of such sale transaction as part of the royalty payment obligation).

	●	Approval to manufacture products outside of Israel or consent to the transfer of technology, if requested, might not be granted. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits Odysight.ai to transfer technology or development out of Israel.

Name	Age	Position
Prof. Benad Goldwasser^†	73	Chairman of the Board
Jackson Schneider^†	59	Director
Ronit Rubin^†	59	Director
Moshe (Mori) Arkin	71	Director
Inbal Kreiss†	57	Director
Zeev Vurembrand^†	72	Director
Nir Nimrodi^†	55	Director
Yehu Ofer*	58	Chief Executive Officer
Tanya Yosef*	41	Chief Financial Officer
Eli Israeli*	53	Chief Technology Officer
Jacob Avinu*	41	Senior VP of Product Portfolio

	a)	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	b)	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	c)	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

	d)	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	e)	being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	f)	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Principal Position	Year		Base Salary (7)		Bonus			Stock Awards (8)		Option Awards (8) (9)		All Other Compensation		Total
	$ in thousands

Yehu Ofer,		2023	$	349	$	-		$	-	$	355	$	40	$	744
Chief Executive Officer ⁽¹⁾		2022	$	68	$	21	⁶	$	-	$	774	$	8	$	871

Jacob Avinu,		2023	$	278	$	33		$	-	$	47	$	28	$	386
Senior VP Product ⁽²⁾		2022	$	38	$	14	⁶	$	-	$	258	$	1	$	311

Tanya Yosef,		2023	$	137	$	-		$	-	$	47	$	-	$	184
Chief Financial Officer ⁽³⁾		2022	$	148	$	-		$	-	$	-	$	-	$	148

Arik Priel,		2023	$	257	$	-		$	-	$	47	$	23	$	327
Chief Software Architect ⁽⁴⁾		2022	$	265	$	-		$	-	$	-	$	27	$	292

Ido Molad,		2023	$	152	$	20	⁶	$	75	$	72	$	-	$	319
VP Research and Development ⁽⁵⁾

	(3)	Consists of Ms. Yosef’s compensation earned in her capacity as the Chief Financial Officer of our wholly-owned subsidiary, Odysight.ai Ltd. Ms. Yosef did not earn any compensation in her capacity as the Chief Financial Officer of Odysight.ai Inc. Ms. Yosef’s employment commenced on January 15, 2021. In connection with the appointment of Ms. Yosef as the Company’s Chief Financial Officer, the Company entered into an employment agreement with Ms. Yosef that provides for a monthly base salary of NIS 29,500 and monthly travel pay of NIS 2,500. In accordance with the terms of Ms. Yosef’s employment agreement, she will also receive additional benefits customary for an executive officer of her experience and for companies of similar stature and standing to that of the Company.

	(4)	Consists of Mr. Priel’s compensation earned in his capacity as the Chief Software Architect of our wholly-owned subsidiary, Odysight.ai Ltd. Mr. Priel’s employment commenced on November 1, 2021. In connection with the appointment of Mr. Priel as the Company’s Chief Software Architect, the Company entered into an employment agreement with Mr. Priel that provides for a monthly base salary of NIS 60,000. In accordance with the terms of Mr. Priel’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of the Company.

	(5)	Consists of Mr. Molad’s compensation earned in his capacity as the VP Research and Development of our wholly-owned subsidiary, Odysight.ai Ltd. Mr. Molad’s employment commenced on June 4, 2023. In connection with the appointment of Mr. Molad as the Company’s VP Research and Development, the Company entered into an employment agreement with Mr. Molad that provides for a monthly base salary of NIS 56,000 and monthly travel pay of NIS 6,500. The agreement also provides that Mr. Molad is entitled to receive an equity grant of options to purchase a total of 30,000 shares of the Company’s Common Stock, par value $0.001 per share, and 25,000 RSUs, the terms and conditions of which shall be subject to the sole discretion of the board of directors. Additionally, the agreement provides to Mr. Molad: (i) a signing bonus in the aggregate amount of NIS 75,000 and (ii) a performance bonus pursuant to certain objectives, which will be paid in cash and/or options/RSUs at the sole discretion of the Company. In accordance with the terms of Mr. Molad’s employment agreement, he will also receive additional benefits customary for an employee of his experience and for companies of similar stature and standing to that of the Company.

	(6)	Represents a signing bonus.

	(7)	Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our named executive officers are designed to reflect each named executive officer’s scope of responsibility and accountability. Base salary amounts include management insurance (which includes pension, disability insurance and severance pay) and payments towards such employee’s education fund, and Israeli social security. Each named executive officer also receives gross-up payments for the taxes on these benefits. The amounts included here are the U.S. dollar equivalent from NIS. The conversion rate used was the average of the 2022 and 2023 rates between the U.S. dollar and NIS, as published by the Bank of Israel.

	(8)	The amount shown in the “Option Awards” and “Stock Awards” columns represents the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the Named Executive Officer during 2023 and 2022. The ASC 718 fair value amount as of the grant date for stock options generally is spread over the number of months of service required for the grant to vest.

	(9)	The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model.

Options Award												Restricted Stock Awards
Name and Position	No. of Securities Underlying Unexercised Options (#) Exercisable		No. of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Vesting Schedule		Option Expiration Date	Number of Units of Stock That Have Not Vested (#)		Market Value of Units of Stock That Have Not Vested ($)(1)

Yehu Ofer,		-		150,000		3.00		(2)	July 9, 2030		-		-
Chief Executive Officer		99,990		200,010		4.50		(2)	November 14, 2029

Jacob Avinu,		-		20,000		3.00		(2)	July 9, 2030		-		-
Senior VP Product Portfolio		33,330		66,670		4.50		(2)	November 14, 2029

Tanya Yosef		-		20,000		3.00		(2)	July 9, 2030		-		-
Chief Financial Officer		14,814		2,964		4.50		(2)	May 13, 2028
		29,609		-		2.61		(3)	February 12, 2027

Arik Priel		-		20,000		3.00		(2)	July 9, 2030		-		-
Chief Software Architect		26,666		13,334		4.50		(2)	November 15, 2028

Ido Molad		-		30,000		3.00		(2)	September 19, 2030		25,000		76,250
VP Research and Development

	(1)	Based on the fair market value of our Common Stock on December 31, 2023 ($3.05 per share).

	(2)	33.33% of the options granted will vest on the first anniversary date of the option grant, and 8.33% of the options will vest at the end of each subsequent three-month period thereafter over the course of the following two (2) years. Pursuant to an acceleration mechanism, any outstanding and unvested options shall immediately accelerate and vest upon the occurrence of certain events, including, inter alia, a merger or sale of all assets of the Company.

	(3)	25% of the options granted will vest on the first anniversary date of the option grant, and 6.25% of the options will vest at the end of each subsequent three-month period thereafter over the course of the following three (3) years. Pursuant to an acceleration mechanism, any outstanding and unvested options shall immediately accelerate and vest upon the occurrence of certain events, including, inter alia, a merger or sale of all assets of the Company.

Name	Fees Earned or Paid in Cash		Stock Awards (*)		Option Awards (*)		All Other Compensation		Total
	$ in thousands
Prof. Benad Goldwasser	$	120	$	-	$	355	$	-	$	475
Shmuel Donnerstein⁽¹⁾	$	15	$	-	$	71	$	-	$	86
Ronen Rosenbloom⁽²⁾	$	6	$	-	$	-	$	-	$	6
Lior Amit⁽¹⁾	$	29	$	-	$	71	$	-	$	100
Moshe (Mori) Arkin	$	16	$	-	$	71	$	-	$	87
Inbal Kreiss	$	32	$	-	$	71	$	-	$	103
Zeev Vurembrand	$	32	$	-	$	71	$	-	$	103
Ronit Rubin⁽³⁾	$	2	$	-	$	72	$	-	$	74
Jackson Schneider⁽³⁾	$	7	$	-	$	120	$	-	$	127
Nir Nimrodi⁽⁴⁾	$	9	$	-	$	72	$	-	$	81