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): March 26,2025
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 | 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 March 26, 2025, Odysight.ai, Inc. (the “Company”) issued a press release announcing full year 2024 financial results 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 March 26, 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> March 26, 2025 | By: | /s/ Einav Brenner |
| Name: | Einav<br> Brenner | |
| Title: | Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit99.1
Odysight.aiReports Full Year 2024 Financial Results and Provides Business Update
OMER, Israel, March 26, 2025 – Odysight.ai Inc. (NASDAQ: ODYS), a leading provider of visual based predictive maintenance (PdM) and condition-based monitoring (CBM) solutions, announces its full year 2024 financial results and provides a business update.
Keyhighlights
| ● | 2024<br> annual revenues of approximately $4 million, reflecting YoY growth of 31%. |
|---|---|
| ● | Inaugural<br> Aerospace revenues, increasing the backlog^1^ by more than 450% to approximately $15 million focused on Aerospace. |
| ● | Secured<br> commercial agreements with a leading international defense contractor, Israeli Air Force, NASA, and Israel Railways successfully<br> transitioning from the Medical to Aerospace vertical while expanding into Transportation. |
| ● | Uplisted<br> to Nasdaq and raised gross proceeds of $23.7 million during February 2025; net cash position of approximately $39 million as of February<br> 28, 2025. |
YehuOfer, Chief Executive Officer of Odysight.ai, stated: “We are excited with the increasing recognition Odysight.ai is receivingfrom prominent global companies in the Aerospace industry. We take pride in the substantial growth of our backlog and, based on discussionswith clients and partners, we expect that this trend will continue in the foreseeable future. Odysight.ai’s successful shift fromthe medical sector to the high-value aerospace sector is already yielding positive results. Our next step is to offer our pioneeringsolutions, integrating AI-based video analytics and machine learning algorithms, on a Software-as-a-Service (SaaS) model. Looking ahead,we are excited to expand our reach into new markets, including transportation and energy, and leverage our innovative solutions to drivefurther growth. The future holds immense potential for Odysight.ai, and we are committed to capitalizing on these opportunities to deliverexceptional value to our shareholders.”
EinavBrenner, Chief Financial Officer of Odysight.ai, stated: “We are pleased with our financial performance in 2024, which reflectsour successful transition into the Aerospace sector and the growing demand for our innovative solutions. We believe our strong revenuegrowth and expanding backlog underscore the effectiveness of our strategic initiatives and our dedication to creating value for our shareholders.Additionally, our recent uplisting to Nasdaq and the successful capital raise of $23.7 million in gross proceeds have strengthened ourfinancial position. We welcome new valued investors to our shareholder base and look forward to driving continued growth and innovation.”
Financialhighlights for full year ended December 31, 2024
Revenuesfor the year ended December 31, 2024, were approximately $4 million, compared to $3 million for the year ended December 31, 2023, an increase of approximately 31%. The increase was attributable to Industry 4.0 related revenues.
Backlogreached approximately $15 million for the year ended December 31, 2024, an increase of over 450% compared to December 31, 2023.
Costof Revenues for the year ended December 31, 2024, was $2.8 million, compared to $2.5 million for the year ended December 31, 2023, an increase of approximately 11%. The increase was primarily attributable to an increase in revenues.
GrossProfit for the year ended December 31, 2024, was $1.2 million, reflecting a gross margin of 29%, compared to $0.5 million for the year ended December 31, 2023, with a gross margin of 17%. The improvement was attributable mainly to Industry 4.0 revenues.
Operatingexpenses for the year ended December 31, 2024, were $13.7 million, compared to $11.1 million for the year ended December 31, 2023, an increase of approximately 23%. The increase was primarily due to the expansion of the Company’s operations, including the development of new Industry 4.0 products.
Netloss for the year ended December 31, 2024, was $11.8 million, compared to $9.4 million for the year ended December 31, 2023.
CashBalance^2^^^ as of December 31, 2024 was $18.5 million, compared to approximately $17 million as of December 31, 2023. In July 2024, the Company completed a private placement raising gross proceeds of $10.3 million.
In addition, during February 2025, the Company uplisted to Nasdaq and completed an underwritten public offering that resulted in gross proceeds of approximately $23.7 million.
^1^Backlog is measured and defined differently by companies within our industry. We referto “backlog” as our booked orders based on purchase orders or hard commitments but not yet recognized as revenue. Backlogis not a comprehensive indicator of future revenue and is not a measure of profitability. Orders included in backlog may be cancelledor rescheduled by customers. A variety of conditions, both specific to the individual customer and generally affecting the customer’sindustry, may cause customers to cancel, reduce or delay orders that were previously made or anticipated. Projects may remain in backlogfor extended periods of time.
*^2^*Including cash, cash equivalents, shortterm deposits and restricted deposit.
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 sustained demand for the Company’s products, the Company’s positive trajectory in commercializing its products and optimism about future growth. 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 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. (Formerly known as ScoutCam Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year<br> ended December 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| in thousands (except per share data) | |||||
| REVENUES | 3,033 | ||||
| COST OF REVENUES | 2,524 | ||||
| GROSS PROFIT | 509 | ||||
| RESEARCH AND DEVELOPMENT<br> EXPENSES | 5,602 | ||||
| SALES AND MARKETING EXPENSES | 1,109 | ||||
| GENERAL<br> AND ADMINISTRATIVE EXPENSES | 4,431 | ||||
| OPERATING LOSS | ) | (10,633 | ) | ||
| OTHER INCOME | 200 | ||||
| FINANCING<br> INCOME, NET | 988 | ||||
| LOSS BEFORE TAXES ON INCOME | ) | (9,445 | ) | ||
| TAXES<br> ON INCOME | - | ||||
| NET<br> LOSS | ) | (9,445 | ) |
All values are in US Dollars.
ODYSIGHT.AIINC. (Formerly known as ScoutCam Inc.)
CONSOLIDATED BALANCE SHEETS
| 2023 | ||||
| Assets | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | 8,945 | |||
| Restricted deposit | - | |||
| Short terms deposits | 8,096 | |||
| Accounts receivable | 1,372 | |||
| Inventory | 504 | |||
| Other current assets | 432 | |||
| Total<br> current assets | 19,349 | |||
| NON-CURRENT ASSETS: | ||||
| Contract fulfillment assets | 1,256 | |||
| Property and equipment, net | 477 | |||
| Operating lease right-of-use assets | 1,380 | |||
| Severance pay asset | 271 | |||
| Other non-current assets | 96 | |||
| Total<br> non-current assets | 3,480 | |||
| TOTAL<br> ASSETS | 22,829 | |||
| Liabilities and shareholders’<br> equity | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable | 287 | |||
| Contract liabilities - short term | 527 | |||
| Operating lease liabilities - short term | 470 | |||
| Accrued compensation expenses | 546 | |||
| Related parties | 41 | |||
| Other current liabilities | 211 | |||
| Total<br> current liabilities | 2,082 | |||
| NON-CURRENT LIABILITIES: | ||||
| Contract liabilities - long term | 1,795 | |||
| Operating lease liabilities - long term | 856 | |||
| Liability for severance pay | 261 | |||
| Other non-current liabilities | 28 | |||
| Total<br> non-current liabilities | 2,940 | |||
| TOTAL<br> LIABILITIES | 5,022 | |||
| SHAREHOLDERS’ EQUITY: | ||||
| Common stock, 0.001 par value; 300,000,000 shares authorized as of<br> December 31, 2024, and December 31, 2023, 12,612,517 and 10,443,768 shares issued and outstanding as of December 31, 2024 and December<br> 31, 2023 | 10 | |||
| Additional paid-in capital | 52,004 | |||
| Accumulated deficit | ) | (34,207 | ) | |
| TOTAL SHAREHOLDERS’<br> EQUITY | 17,807 | |||
| TOTAL<br> LIABILITIES AND SHAREHOLDERS’ EQUITY | 22,829 |
All values are in US Dollars.