ODYS 8-K
Odysight.ai Inc. (ODYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2024, the Board of Directors of Odysight.ai Inc. (the “Board” and the “Company”, respectively), upon recommendation of the Compensation Committee, approved the following compensation for Dr. Carlo Papa, who was appointed as a member of the Board on September 16, 2024: (i) €30,000 for his annual service as a member of the Board; (ii) €120,000 for his annual service as chairman of a European subsidiary that the Company intends to form in the near future to pursue business opportunities in Europe, subject to the incorporation of the entity and the Board’s final approval of the entity’s business plan and budget; and (iii) an incentive/performance-based bonus, based on parameters of which will be determined by the Board at a future date. In addition, the Board, upon recommendation of the Compensation Committee, approved an award to Dr. Papa of options to purchase 30,000 shares of common stock of the Company. The options were awarded pursuant to the Company’s 2024 Stock Incentive Plan and have an exercise price of $4.80 per share. So long as Mr. Papa continues as a service provider with the Company, the options will vest with respect to one-third of the shares of common stock on the first anniversary of the grant date and the remaining amount will vest over two years in eight equal quarterly installments following the first anniversary of the grant date. The options are subject to acceleration of vesting in the event of a change of control of the Company.
Dr. Papa’s compensation as described above will be in lieu of quarterly fees for service as a director as described in Item 11 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2024.
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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: October 28, 2024 | By: | /s/ Einav Brenner |
| Name: | Einav Brenner | |
| Title: | Chief Financial Officer | |
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