Odysight.ai Inc. Announces Closing of $11 million Public Offering of Common Stock

Odysight.ai (Nasdaq/TASE: ODYS) closed its previously announced public offering of 3,437,500 common shares, with expected gross proceeds of $11 million before fees and expenses.

Rhea-AI Summary

Odysight.ai (Nasdaq/TASE: ODYS) closed its previously announced public offering of 3,437,500 common shares, with expected gross proceeds of $11 million before fees and expenses. All shares were issued by the company, and Roth Capital Partners acted as sole book-running manager.

Odysight.ai granted Roth a 30-day option to buy up to 515,625 additional shares at the public offering price, less underwriting discounts and commissions. Certain directors and existing shareholders participated on the same terms. The company plans to use net proceeds for R&D, sales and marketing, scaling commercial operations, working capital and general corporate purposes. In connection with the deal, Odysight.ai and Roth terminated the prior at-the-market offering Sales Agreement.

Positive

• $11 million gross proceeds from public equity offering
• Primary issuance of 3,437,500 shares raises capital directly for the company
• Directors and existing shareholders participated at the public price, aligning insider and investor interests
• Underwriters granted 30-day option for up to 515,625 additional shares
• Net proceeds earmarked for R&D, sales, marketing, and working capital

Negative

• Issuance of 3,437,500 new shares dilutes existing shareholders
• 30-day option for up to 515,625 extra shares could add further dilution if exercised

News Explained

The completed sale adds dilution now, while its gross proceeds equal 224.5 days of second-quarter operating cash outflow before fees.

At closing, Odysight.ai sold 3,437,500 common shares itself, creating dilution: absent offsetting changes, existing holders’ percentage ownership is reduced.

The separate 30-day option is not part of the completed sale; it permits Roth to purchase up to 515,625 additional shares, so further dilution remains conditional on exercise.

Against operating cash flow of $4,459,000 in the quarter ended June 30, 2026, the offering’s $11 million gross proceeds equal 224.5 days of that outflow at the reported rate, before fees and expenses reduce net proceeds.

Sources and calculations

• Odysight.ai Announces Closing of $11 Million Public Offering (2026-08-21)
• Dilution (undated)
• Odysight.ai second-quarter 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $11,000,000 / ($4,459,000 / 91) = 224.5 days

Argus Aug 24 session 6 alerts

+8.24% close to close 0.9x rel. volume Open Argus

Details

Market move: ODYS +8.24% in the Aug 24 session. public offering closing

+10.6% Peak in 6 hr 53 min

$67.23M Market Cap

On Aug 24, the first trading day after this news, ODYS closed 8.24% above the previous close. Argus tracked a peak move of +10.6% during that session. Our momentum scanner recorded 6 alerts for this stock that day.

Data tracked by StockTitan Argus for the Aug 24 session.

Key Figures

Shares offered: 3,437,500 shares Gross proceeds: $11 million Underwriter option: 515,625 shares +4 more

Shares offered

3,437,500 shares

Public offering closing

Gross proceeds

$11 million

Before underwriting discounts, commissions and offering expenses

Underwriter option

515,625 shares

Additional shares purchasable by Roth Capital Partners

Option size

15%

Of the number of shares sold in the offering

Option term

30 days

Roth Capital Partners purchase option

Shelf filing date

January 30, 2026

Form S-3 filing with the SEC

Shelf effective date

February 6, 2026

Form S-3 registration statement declared effective

Previous Offering,AI Reports

3 past events · Latest: Aug 20

Same Type 3 events

1. Aug 20

   Offering pricing

   24h Move

   -7.7%

   Public offering priced at $3.20 per share for $11 million gross proceeds.

2. Aug 19

   Offering launch

   24h Move

   -7.7%

   Company launched a confidentially marketed public offering under an effective S-3 shelf.

3. Feb 10

   Offering pricing

   24h Move

   -27.8%

   Company priced a $21.5 million offering alongside an Nasdaq Capital Market uplisting.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

shelf registration statement, form s-3, at-the-market offering program, underwriting discounts and commissions

4 terms

shelf registration statement regulatory

"The offering was made pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-293080)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

at-the-market offering program financial

"terminated the Sales Agreement relating to the Company’s at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

underwriting discounts and commissions financial

"before deducting underwriting discounts and commissions and estimated offering expenses"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Ramat Gan, Israel, Aug. 21, 2026 (GLOBE NEWSWIRE) -- Odysight.ai Inc. (the “Company”) (Nasdaq/TASE: ODYS) today announced the closing of its previously announced public offering of 3,437,500 shares of its common stock. The gross proceeds to the Company from the offering are expected to be $11 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. All shares in the offering were sold by the Company.

In addition, the Company has granted Roth Capital Partners a 30-day option to purchase up to an additional 515,625 shares of common stock, representing 15% of the number of shares sold in the offering, at the public offering price per share, less underwriting discounts and commissions.

The offering included participation from certain directors, including Benad Goldwasser, the chairman of our board of directors, Mori Arkin and Zeev Vurembrand, as well as certain existing shareholders, who each purchased shares of common stock in this offering at the public offering price per share and on the same terms as the other purchasers in this offering.

The Company intends to use the net proceeds from this offering for research and development, sales and marketing, including activities to scale commercial operations, and for working capital and other general corporate purposes.

Roth Capital Partners acted as the sole book-running manager for the offering. Benchmark, a StoneX Company and Chardan acted as financial advisors for the offering.

In connection with the offering, the Company and Roth Capital Partners terminated the Sales Agreement relating to the Company’s at-the-market offering program.

The offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-293080), which was previously filed with the Securities and Exchange Commission (SEC) on January 30, 2026, and declared effective on February 6, 2026.

A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and is available on the SEC's website at sec.gov. Electronic copies of the final prospectus supplement may also be obtained from Roth Capital Partners, LLC, Attention: Equity Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, or by calling (949) 720-5700 or emailing rothecm@roth.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 Inc.

Odysight.ai Inc. is a pioneer in the development, production and marketing of an innovative visual monitoring AI solution that deploys small visual sensors to monitor critical safety components in hard-to-reach locations and harsh environments. The Company aims to be the industry benchmark for real-time, visual-based machine and infrastructure health monitoring and predictive maintenance analysis through AI and machine learning data analytics. Odysight’s solutions are successfully deployed by NASA and customers in the aerospace, Industry 4.0, transportation and energy markets. The Company is headquartered in Omer, Israel. For more information, visit https://www.odysight.ai/.

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 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. These risks and uncertainties include, among others, uncertainties related to market conditions, the satisfaction of customary closing conditions, and the completion, timing and size of the offering. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to the following: (i) our ability to scale up our operations, including market acceptance and large-scale adoption of our vision-based sensor products, (ii) the amount and timing of future sales and our long and unpredictable sales cycles, (iii) our ability to maintain product quality and performance at an acceptable cost and meet technical and quality specifications, (iv) our ability to accurately estimate the future supply and demand for our solutions and changes to various factors in our supply chain, (v) the market for adoption of vision-based sensor technologies, (vi) compliance with existing laws and regulations and regulatory developments in the United States, Israel, and other jurisdictions, including trade control laws, export authorizations and safety regulations, (vii) our plans and ability to obtain, maintain, and protect intellectual property rights, including extensions of patent terms, and our ability to avoid infringing the intellectual property rights of others, (viii) the need to hire additional personnel and our ability to attract and retain such personnel, including key members of our senior management, (ix) our estimates regarding expenses, backlog, future revenue, capital requirements and need for additional financing, (x) our dependence on third parties, including suppliers and strategic partners, (xi) our dependence on a limited number of customers for a substantial portion of our revenues, and the impact if order volumes from existing or anticipated customers do not meet expectations (xii) our financial performance and history of operating losses, (xiii) the growth of regulatory requirements and incentives, (xiv) the incorporation of artificial intelligence, or AI, and machine learning, or ML, into our products, (xv) risks related to product liability claims or product recalls, (xvi) cybersecurity risks and potential data security breaches, (xvii) the overall global economic environment and trade tensions, including the adoption or expansion of economic sanctions, tariffs or trade restrictions, (xviii) challenges and risks related to sales to government entities and highly regulated organizations, (xix) the impact of competition and new technologies, (xx) limitations and exclusivity provisions in our customer agreements and restrictions on the use of intellectual property, (xxi) our ability to ensure that our solutions interoperate with a variety of hardware and software platforms, (xxii) our plans to continue to invest in research and develop technology for new products, (xxiii) our plans to potentially acquire complementary businesses, (xxiv) the impact of future pandemics on our business and on the business of our customers, (xxv) fluctuations in foreign currency exchange rates, (xxvi) security, political and economic instability in the Middle East that could harm our business, including due to the security situation in Israel; and military conflicts with Iran and terrorist organizations, (xxvii) the increased expenses and requirements associated with being a listed public company on the Nasdaq Capital Market, or Nasdaq, and (xxviii) risks associated with our dual listing on the Tel Aviv Stock Exchange, or the TASE, including price volatility, liquidity and regulatory requirements. 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 19, 2026, 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 Contact:

Odysight.ai Inc.
12 Abba Hilel Silver RD, Sasson Hugi Tower,
Ramat Gan 5250606, Israel.
info@odysight.ai

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Odysight.ai (NASDAQ: ODYS) announce on August 21, 2026?

Odysight.ai announced the closing of a public offering of 3,437,500 common shares, raising expected gross proceeds of $11 million. According to Odysight.ai, all shares were sold by the company, and Roth Capital Partners served as sole book-running manager for the transaction.

How much money did Odysight.ai (ODYS) raise in its August 2026 stock offering?

Odysight.ai expects gross proceeds of $11 million from its August 2026 public offering. According to Odysight.ai, this comes from issuing 3,437,500 common shares, before underwriting discounts, commissions, and offering expenses that are payable by the company.

How many shares were issued in the Odysight.ai (ODYS) public offering and what is the over-allotment option?

Odysight.ai issued 3,437,500 common shares in the offering. According to Odysight.ai, Roth Capital Partners also received a 30-day option to purchase up to 515,625 additional shares at the public offering price per share, less underwriting discounts and commissions.

How will Odysight.ai (NASDAQ: ODYS) use the proceeds from its $11 million offering?

Odysight.ai plans to use net proceeds for research and development, sales and marketing, and scaling commercial operations. According to Odysight.ai, funds will also support working capital and other general corporate purposes, rather than any single specified acquisition or transaction.

Did insiders participate in the August 2026 Odysight.ai (ODYS) stock offering?

Yes, certain directors and existing shareholders participated in the offering. According to Odysight.ai, participants included chairman Benad Goldwasser, Mori Arkin, and Zeev Vurembrand, who bought shares at the public offering price and on the same terms as other investors.

What happened to Odysight.ai’s at-the-market (ATM) program after the new ODYS offering?

In connection with the public offering, Odysight.ai and Roth Capital Partners terminated their existing Sales Agreement for the company’s at-the-market offering program. According to Odysight.ai, future equity issuances under that specific ATM facility will therefore no longer occur.

Does the August 2026 Odysight.ai (ODYS) offering dilute existing shareholders?

The issuance of 3,437,500 new shares increases Odysight.ai’s outstanding share count, diluting existing holdings. According to Odysight.ai, Roth also holds a 30-day option for up to 515,625 additional shares, which could create further dilution if that option is exercised.