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): February 20, 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 Identification No.) |
| Suite 7A, Industrial Park<br><br> <br>P.O. Box 3030, Omer, Israel<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 communication pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c)<br> 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 February 20, 2024, Odysight.ai, Inc. (the “Company”) issued a press release announcing a purchase order for its Predictive Maintenance system for the Israel Air Force Boeing AH-64 Apache attack helicopter prototype. 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<br> Release, dated February 20, 2024 |
| 104 | Cover Page Interactive<br> 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> February 20, 2024 | By: | /s/ Tanya Yosef |
| Name: | Tanya<br>Yosef | |
| Title: | Chief Financial Officer |
| 3 |
| --- |
Exhibit 99.1
Odysight.aiAnnounces Purchase Order for its Predictive Maintenance System for the Israel Air Force Boeing AH-64 Apache Attack Helicopter Prototype
OMER,Israel, February 20, 2024 — Odysight.ai (OTCQB: ODYS), a pioneering developer of AI systems for Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) solutions, is proud to announce a strategic collaboration with the Israeli Ministry of Defense (IMOD) involving a purchase order to deploy its cutting-edge PdM system in the Boeing AH-64 Apache attack helicopter prototype of the Israel Air Force (IAF). The partnership marks a significant milestone, showcasing the integration of our autonomous, visual monitoring and predictive maintenance technology into the world’s leading attack helicopter, setting new standards for aviation safety and operational efficiency. There are 2,700 Boeing AH-64 Apache attack helicopters deployed worldwide.
Odysight.ai’s intelligent monitoring systems utilize advanced computer vision and AI capabilities, and offer unprecedented monitoring solutions. Positioned strategically within the aircraft, the system ensures continuous, real-time monitoring of critical, hard-to-access components, significantly boosting operational readiness and reducing the need for manual interventions.
Colonel (Ret.) Yehu Ofer, CEO of Odysight.ai, reflects on this milestone, stating, “This collaboration with the IAF is a testament to the trust in our system’s ability to revolutionize aircraft maintenance. Our technology’s predictive and real-time monitoring capabilities minimize the need for extensive disassembly, optimizing operational efficiency and enabling a new dimension of preventive maintenance. We’re honored to partner with the IAF and are committed to extending our innovative solutions, fostering safer and more efficient aerospace operations.”
AboutOdysight.ai
Odysight.ai pioneers Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with an innovative AI platform, revolutionizing critical systems in aviation, transportation and energy. Leveraging proven visual technologies and video analytics, our unique video-based sensors and AI algorithms operate in challenging environments, offering vital insights for maintenance teams. The Company’s mission is to provide transformative insights, maximizing capabilities and revolutionizing technological potential through cutting-edge AI and video sensors. Deployed globally, Odysight.ai’s transformative technology addresses evolving risks and enhances system life cycles, promoting cost-effective readiness in aviation and aerospace.
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, the Company’s expectations regarding the purchase order for its predictive maintenance system for the IAF Boeing AH-64 Appache attack helicopter prototype and Company’s commitment to extending its innovative solutions. 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), (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 and (xiv) 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 Amendment No. 2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”) on December 20, 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.
Investor Relations
Miri Segal
MS-IR LLC
917-607-8654
msegal@ms-ir.com
