ODYS Odysight ai Inc (QB)

 

 

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

 

Date of Report (Date of earliest event reported): February 10, 2025

 

ODYSIGHT.AI INC.

(Exact name of registrant as specified in its charter)

 

Nevada		333-188920		47-4257143
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Suite 7A, Industrial Park P.O. Box 3030, Omer, Israel		8496500
(Address of principal executive offices)		(Zip Code)

 

+972 73 370-4690

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name 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 Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencements 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. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On February 10, 2025, Odysight.ai Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with The Benchmark Company, LLC (“Benchmark”) as representative of the underwriters identified therein (collectively, the “Underwriters”), relating to the offering, issuance and sale of 3,307,692 shares of the Company’s common stock, $0.001 par value per share (the “Offering”), at a public offering price of $6.50 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 496,153 shares at a purchase price of $6.50 per share.

 

The Offering is expected to close on or about February 12, 2025, subject to the satisfaction of customary closing conditions. The net proceeds to the Company from the Offering are expected to be approximately $18.8 million (excluding the over-allotment option), after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the proceeds from the Offering primarily for expanded research and development, increased sales and marketing, working capital and other general corporate purposes.

 

The Offering was made pursuant to a registration statement on Form S-1 (File No. 333-283773), previously filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on February 10, 2025.

 

Benchmark is acting as sole book-running manager for the Offering. The underwriting discounts and commissions will be 7.0% of the gross proceeds of the Offering. We have also agreed to reimburse Benchmark for certain of its expenses, in an amount of up to $150,000, including for road show, diligence, and legal fees, and we have also agreed to pay the Underwriters non-accountable expenses allowance equal to 1.0% of the aggregate gross proceeds of the Offering.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

 

Subject to certain exceptions, the Company, its executive officers, directors and certain holders of 5% or more of the Company’s issued and outstanding shares of common stock, have agreed not to sell or transfer any common stock or securities convertible into or exchangeable or exercisable for common stock, for six months after February 10, 2025 in the case of the Company and 180 days after February 10, 2025 in the case of executive officers, directors and certain holders of 5% or more of the Company’s issued and outstanding shares of common stock, without first obtaining the written consent of Benchmark.

 

A copy of the form of Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

 

 

Warning Concerning Forward Looking Statements

 

This Current Report on Form 8-K (this “Current Report”) contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Current Report states that the Offering is expected to close on or about February 12, 2025. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in underwriting agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

 

Item 8.01. Other Events

 

The SEC declared the registration statement on Form S-1 (File No. 333-283773) relating to the Offering effective at 5:00 p.m., Eastern Time, on February 10, 2025. A final prospectus relating to the Offering will be filed with the SEC. The Company issued a press release on February 10, 2025, announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The Nasdaq Stock Market LLC has approved the listing of the Company’s common stock on the Nasdaq Capital Market under the symbol “ODYS”. The Company’s common stock ceased being quoted on OTCQB at the close of trading on February 10, 2025, and commenced trading on the Nasdaq Capital Market on February 11, 2025.

 

The Offering is expected to close on February 12, 2025. In the Offering, the Company agreed to sell 3,307,692 shares of common stock at a per share price of $6.50 for aggregate gross proceeds of approximately $21.5 million (prior to deducting underwriting discounts and commissions and other offering expenses).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
1.1		Form of Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to the Registrant’s registration statement on Form S-1, as amended, filed with the SEC on January 28, 2025 (File No. 333- 283773))
99.1		Press Release, dated February 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: February 11, 2025	By:	/s/ Einav Brenner
	Name:	Einav Brenner
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

 

Odysight.ai Announces the Pricing of $21.5 Million Public Offering and Uplisting to the Nasdaq Capital Market

 

Odysight.ai common stock to begin trading on Nasdaq Tuesday, February 11, 2025, under the symbol “ODYS”

 

OMER, Israel, February 10, 2025 – Odysight.ai Inc. (Nasdaq: ODYS) (“Odysight.ai” or the “Company”), a pioneering developer of AI systems for Predictive Maintenance (PdM) and Condition-Based Monitoring (CBM), today announced the pricing of a public offering of 3,307,692 shares of its common stock at a price to the public of $6.50 per share. The sole book-running manager of the offering will have a 30-day option to purchase up to an additional 496,153 shares of common stock from Odysight.ai at the public offering price, less underwriting discounts and commissions.

 

Odysight.ai’s common stock has been approved for listing and is expected to begin trading on the Nasdaq Capital Market under the symbol “ODYS” on Tuesday, February 11, 2025.

 

The offering is expected to close on February 12, 2025, subject to customary closing conditions.

 

The gross proceeds to Odysight.ai from the offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $21.5 million. Odysight.ai intends to use the net proceeds from this offering for expanded research and development, increased sales and marketing, working capital and other general corporate purposes.

 

The Benchmark Company, LLC is acting as sole book-running manager for the offering.

 

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission, and became effective on February 10, 2025. The proposed offering will be made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from The Benchmark Company, LLC, 150 East 58th St., 17th Floor, New York, NY 10155, by telephone: (212) 312-6700, or by email at prospectus@benchmarkcompany.com.

 

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

 

 

About Odysight.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.

 

Forward-Looking Statements

 

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 the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. 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 to 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 and Hezbollah. 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.

 

Investor Relations Contact:

 

Miri Segal

MS-IR LLC

msegal@ms-ir.com

 

Company Contact:

 

Einav Brenner, CFO

info@odysight.ai

 

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Cover	Feb. 10, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 10, 2025
Entity File Number	333-188920
Entity Registrant Name	ODYSIGHT.AI INC.
Entity Central Index Key	0001577445
Entity Tax Identification Number	47-4257143
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Suite 7A
Entity Address, Address Line Two	Industrial Park
Entity Address, Address Line Three	P.O. Box 3030
Entity Address, City or Town	Omer
Entity Address, Country	IL
Entity Address, Postal Zip Code	8496500
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	ODYS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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