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): July 9, 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<br><br> <br>Identification No.)
Suite 7A, Industrial Park<br><br> <br>P.O. Box 3030, Omer, Israel
---
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)	Nameof 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. ☐

Item1.01 Entry into a Material Definitive Agreement.

Odysight.ai Inc. (the “Company”) secured a private placement of 2,144,583 shares of the Company’s common stock par value US$0.001 per share (the “Common Stock”), at a purchase price of $4.80 per share (the “Private Placement”) by receiving and accepting subscription orders starting on July 9, 2024 and completed on July 11, 2024. The shares of Common Stock in the Private Placement will be issued pursuant to Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

The Company expects to receive $10.3 million in gross proceeds from the Private Placement, which it intends to use for working capital and general corporate purposes, including to further advance purchase orders for the Company’s innovative products and technology in the fields of predictive maintenance and condition based monitoring.

The Private Placement, which is now concluded, includes new and existing investors, including Mori Arkin, who is also a member of the Company’s board of directors.

The Private Placement is being made in Israel only and not to U.S. persons, as defined in Rule 902 of the Securities Act, pursuant to a registration exemption afforded by Regulation S promulgated under the Securities Act, and the Common Stock will be subject to certain transfer restrictions. The Common Stock will not be registered under the Securities Act and will not be offered or sold in the United States without registration or applicable exemption from the registration requirements according to the Securities Act.

The foregoing description of the subscription orders is a summary of the material terms of such documents, does not purport to be complete and is qualified in its entirety by reference to the form of subscription order filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item3.02 Unregistered Sale of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Company’s Common Stock in connection with the transactions contemplated by the Purchase Agreements is incorporated by reference herein.

Item8.01 Other Events.

On July 15, 2024, the Company issued a press release announcing the Private Placement and related information, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information under this item (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.

Exhibit No.	Description
10.1	Form of subscription order
99.1	Press Release, dated July 15, 2024
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> July 15, 2024	By:	/s/ Einav Brenner
	Name:	Einav<br> Brenner
	Title:	Chief<br> Financial Officer

| 3 |

| --- |

Exhibit10.1

The signed order forms must be sent to the following email address: Hanpakot@apex-md.co.il

then confirm receipt by calling the following number: 03-7778200

The<br> name of the qualified investor:	Phone:
Contact:
Email:

Subject:Odysight.ai Inc (the “Company”) – Shares of Common Stock Order Form

1.	We<br> hereby submit an irrevocable offer to purchase shares of common stock of the Company, par<br> value US$0.001 per share (the “Shares”).

Our order is as follows:

Number<br> of Shares	Per<br> Share Price US$	Total<br> Purchase Price in US$
2.	We<br> acknowledge that the Company and/or its representatives may, at their sole discretion, notify<br> us whether they accept our offer in whole or in part (the “Acceptance Notice”).<br> The Company and/or its representatives are not obligated to accept our order, conduct a tender<br> offer, tender offer-like, or other procedure for accepting orders, nor are they required<br> to provide reasons if they choose not to accept our order. The Company and/or its representatives<br> may also change the amount of securities we are obligated to purchase, provided that this<br> amount does not exceed the maximum specified in this letter of commitment. In the event that<br> we are given an Acceptance Notice, we undertake to pay the Company the full purchase price<br> in respect of the Shares issued to us as stated in the Acceptance Notice and within the timeframe<br> indicated therein.
---	---
3.	We<br> hereby undertake to transfer to the Company the total purchase price for the Shares, in accordance<br> with the Acceptance Notice, against the receipt of the Shares, in an off-exchange transaction<br> without financial clearance, through the administrator of the Company’s shareholder<br> registry in the U.S. – Securities Transfer Corporation.
4.	If<br> we do not receive an Acceptance Notice detailing the amount of shares allocated as part of<br> the private allocation within one business day from the date of this offer, we will contact<br> you by phone to verify that our order has been received.
5.	In<br> connection with our offer, we irrevocably undertake, declare, and confirm that the Shares<br> are purchased for our own account and not for distribution or sale to others, nor on behalf<br> of or for others. The Shares will be acquired for investment purposes for our own account,<br> not as a nominee or agent, and not with a view to the resale or distribution of any part<br> thereof, and we have no present intention of selling, granting any participation in, or otherwise<br> distributing the same. We do not presently have any contract, undertaking, agreement or arrangement<br> to sell, transfer or grant participation rights to any person with respect to such Shares.<br> If we represent an entity, we have not been formed for the specific purpose of acquiring<br> the Shares.

| 1 |

| --- | | 6. | We have had an opportunity to discuss the Company’s business, operations, properties, prospects, technology, plans, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management. | | --- | --- | | 7. | We are aware that the Shares issued to us, insofar as they are issued, will be issued to us without any representation or indemnification by the Company, except for financial reports and / or periodic reports and / or immediate reports and any other reports which the Company has provided pursuant to the applicable U.S. securities law, free of any debt, attachment, lien and / or right of any other third party, right of first refusal, right to join or any other right in connection with the issuance of the Shares. We have no claim against the Company, its affiliates, directors, employees or advisors regarding the Company and / or its assets and / or its liabilities and / or in connection with the Shares, except in the event that it becomes clear that the information included in the reports as stated in this Section 6 includes misleading information, including material missing information, as defined under applicable law. | | 8. | We confirm that we invest in securities of companies in the development stage and acknowledge that we are able to fend for ourselves, can bear the economic risk of our investment, and have such knowledge and experience in financial or business matters that we are capable of evaluating and understanding the merits and risks of the investment in the Shares. We confirm that we are either (i) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) a Non U.S. Person as defined under Regulation S promulgated under the Securities Act. To the extent that we are a non U.S. Person, we (x) are not acquiring the Shares for the account or benefit of any U.S. Person, (y) are not, at the time of execution of this order form, and will not be, at the time of the closing, in the United States and (z) are not a “distributor” (as defined in Regulation S promulgated under the Securities Act). | | 9. | If to a Non U.S. Person: we acknowledge that no offer of the Shares or will be made to a person in the United States by the undersigned, any affiliate of the undersigned, or any person acting on their behalf for a period of 180 days from the closing of the sale of the Shares. We acknowledge that neither the undersigned, any affiliate of the undersigned, nor any person acting on their behalf has pre-arranged or will pre-arrange such transaction or transactions with a buyer in the United States nor has or will have any knowledge of any such pre-arrangement, and in no other manner. We further acknowledge that no activity undertaken for the purpose of or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares has been made or will be made by the undersigned, any affiliate or the undersigned, or any person acting on their behalf. | | 10. | If to an Israeli Person: we confirm that we are an Israeli investor who is one of the types of investors listed in the first supplement to the Securities Law 1968 (“Classified Investor” and “Securities Law”) for the purposes of Section 15A(b)(1) of the Securities Law. We hereby confirm that the terms related to this classifications are met, and we are aware of the meaning of this confirmation and classification as Classified Investor, and agree to this, and are also aware that the Company and its representatives rely on our said approval and consent. | | 11. | We understand that the Shares are being offered and sold to us in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and our compliance with, the representations, warranties, agreements, acknowledgments and understandings made by us herein in order to determine the availability of such exemptions and our eligibility to acquire the Shares. |

| 2 |

| --- | | 12. | We confirm and acknowledge that the Shares have not been and, except as provided in section 12 below, will not be registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. We are aware, except as set forth in Section 12 below, that the Company is under no obligation to effect any such registration or to file for or comply with any exemption from registration. The sale and issuance of Shares have not been registered under the Securities Act by reason of a specific exemption from registration which depends upon, among other things, the accuracy of our representations as expressed herein. | | --- | --- | | 13. | We confirm that our Shares, and (if applicable) any securities issued in respect of or exchange for the foregoing may be notated with the following or a similar legend as well as other legends as may be required by applicable securities laws: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER OF SUCH SHARES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” This legend shall be removed if either (i) the resale of the Shares has been registered for resale under the Securities Act or (ii) the Shares held by us can be resold under Rule 144 promulgated under the Securities Act without volume and manner of sale limitations. | | 14. | We are aware and confirm that the Company’s shares of common stock are not currently listed for trading on NASDAQ but rather the Company is currently quoted on the OTCQB market. We have been informed by the Company that the Company will use reasonable efforts to list its shares of common stock for trading on the NASDAQ by December 31, 2024, in accordance with and subject to applicable U.S. securities laws. Following completion of such listing on NASDAQ, the Company will use reasonable efforts to remove the legend attached to the Shares pursuant to Rule 144 and subject to applicable law and underwriting requirements. | | 15. | We acknowledge and confirm that the information in respect of this issuance is “confidential information” with all that this entails, and as long as the Company has not released this information to the public, we are bound by all restrictions and obligations in connection with this confidential information. | | 16. | We confirm that we know that the Company is entitled to determine or change the scope of the issuance, and to postpone or cancel the issuance of the Shares, all at its sole discretion. The Acceptance Notice may be given to us by e-mail indicated above for this purpose. If the Company does not respond to our offer, we and/or anyone on our behalf will not have any claim against the Company and/or its representatives and/or related corporations and/or their directors and/or employees and/or advisors and/or anyone on their behalf. We confirm that if our order is approved by the Company, we may be required to sign an updated order form or share purchase agreements related to the private placement, and signing these documents is a condition for our participation in the private placement. | | 17. | We acknowledge that the Company and/or the managers of this private placement rely on the statements, representations, and commitments contained in this order form. Any misrepresentations and/or non-compliance with our obligations may cause serious damage to the Company and/or the managers of this private placement. | | Date | Name of the Signatory | Signature | | --- | --- | --- |

| 3 |

| --- | | Debit Account | Securities Transfer Account | | --- | --- | | Bank/ Stock Exchange Member | Bank/ Stock Exchange Member | | Branch | Branch | | Account Number | Account Number | | Current Account | Current Account |

| 4 |

| --- |

Exhibit 99.1

Odysight.aiSecures More Than $10 Million Private Placement to Accelerate its Growth

OMER, Israel, July 15, 2024 – Odysight.ai (OTCQB: ODYS), a leading provider of Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) solutions, today announced that it has secured a private placement of 2,144,583 shares of the Company’s common stock, at a purchase price of $4.80 per share. Gross proceeds from the private placement of more than $10 million are expected to be used for working capital and general corporate purposes, including to further advance purchase orders for the Company’s innovative products and technology in the fields of Predictive Maintenance and Condition Based Monitoring, critical pillars of Industry 4.0. The private placement, which is now concluded, includes new and existing investors, including Mori Arkin who is also a member of the Company’s board of directors.

“We are delighted with the continued support and confidence of our existing investors as well as welcoming new investors to our capital base. The investment demonstrates investor confidence in the value Odysight.ai delivers to its clients and its multi-vertical growth strategy. Odysight.ai is expanding its offering beyond medical and aerospace into the industrial, energy and transportation verticals,” said Yehu Ofer, Chief Executive Officer. “These funds will provide the capital necessary to accelerate Odysight.ai’s sales, vertical expansion and strategic partnerships and enable it to become a leader in the video analytics cloud-based AI predictive maintenance market. Odysight.ai’s growth is evidenced by the recent announcements of several important purchase orders. These include an order from France-based Safran Aircraft Engines, an order for the Company’s system to be installed in an upgraded maritime version of the Lockheed Martin SH-60 Seahawk helicopters and an order for the system to be installed in a Boeing AH-64 helicopter.”

The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

AboutOdysight.ai

Odysight.ai pioneers Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with an innovative AI platform, revolutionizing critical systems in aerospace, medical devices, transportation, industry 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, 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, use of and results achieved as a result of private placement proceeds. 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 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2024, 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