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Odysight.ai Inc. Announces Launch of Proposed Confidentially Marketed Public Offering of Common Stock

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Odysight.ai (Nasdaq/TASE: ODYS) has launched a proposed confidentially marketed public offering (CMPO) of its common stock, with all shares to be sold by the company. Roth Capital Partners is acting as sole book‑running manager. The transaction’s completion, timing, size and terms remain subject to market and other conditions.

The offering will be made under Odysight.ai’s effective shelf registration statement on Form S‑3 (File No. 333-293080), filed with the SEC on January 30, 2026 and declared effective on February 6, 2026. A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and made available through the SEC’s website and Roth Capital Partners.

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Positive

  • Proposed CMPO of common stock, all shares sold by company
  • Use of effective Form S-3 shelf registration may expedite capital raise

Negative

  • Size, pricing and terms of offering not disclosed
  • Offering completion and timing subject to market and other conditions

News Explained

The announcement sets no offering size or terms and does not report a completed sale, so no proceeds or new shares are yet committed; any dilution to existing holders depends on a later issuance.

Market Context

The prior offering record, news_id 809711, showed a -27.78% reaction, adding dilution sensitivity to...
Analysis

The prior offering record, news_id 809711, showed a -27.78% reaction, adding dilution sensitivity to this announcement. The current release leaves size and terms open; the effective S-3 and low short positioning frame the main context.

Key Figures

S-3 filing date: January 30, 2026 S-3 effective date: February 6, 2026 SEC file number: 333-293080
3 metrics
S-3 filing date January 30, 2026 Shelf registration statement
S-3 effective date February 6, 2026 Shelf registration statement
SEC file number 333-293080 Form S-3 registration statement

Previous Offering,AI Reports

1 past event · Latest: Feb 10 (Negative)
Same Type Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Feb 10 Public offering pricing Negative -27.8% Public offering priced at $6.50 per share for expected gross proceeds of $21.5 million.

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

Pattern Detected

The tag-specific history contained one offering event, which was followed by a -27.78% 24-hour move.

Key Terms

confidentially marketed public offering, shelf registration statement, form s-3, book-running manager
4 terms
confidentially marketed public offering financial
"commenced a proposed confidentially marketed public offering (CMPO) of shares"
A confidentially marketed public offering is a planned sale of a company's shares to the public that is promoted privately to a small group of investors before being announced broadly. Think of it like quietly asking a few trusted buyers if they’re interested before putting items up for sale in a public marketplace; it lets the company test demand, set price expectations and limit market disruption. For investors, it signals potential share dilution, gives clues about demand and pricing, and may affect short-term stock volatility and investment decisions.
shelf registration statement regulatory
"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"
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.
book-running manager financial
"Roth Capital Partners is acting as the sole book-running manager"
A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

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

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Ramat Gan, Israel, Aug. 19, 2026 (GLOBE NEWSWIRE) -- Odysight.ai Inc. (Nasdaq/TASE: ODYS) today announced that it has commenced a proposed confidentially marketed public offering (CMPO) of shares of its common stock. All shares in the offering are to be sold by the company.

Roth Capital Partners is acting as the sole book-running manager for the offering.

The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The offering is being 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 preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at sec.gov. Electronic copies of the preliminary 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) 720-3300 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 anticipated public offering, including the completion of the public offering on the anticipated terms. 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 proposed 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.
Tel: +972 73 370-4690


FAQ

What did Odysight.ai (ODYS) announce on August 19, 2026 regarding its stock?

Odysight.ai announced a proposed confidentially marketed public offering of its common stock, with all shares sold by the company. According to Odysight.ai, the CMPO’s completion, timing, size and terms depend on market and other conditions and have not yet been determined.

What is the structure of the Odysight.ai (ODYS) confidentially marketed public offering?

The offering is a confidentially marketed public offering (CMPO) of Odysight.ai common stock, with all shares offered by the company. According to Odysight.ai, Roth Capital Partners will act as sole book-running manager for this transaction, subject to market and other conditions.

Which SEC registration statement is Odysight.ai (ODYS) using for its August 2026 CMPO?

Odysight.ai is using an effective shelf registration statement on Form S-3, File No. 333-293080. According to Odysight.ai, this shelf was filed with the SEC on January 30, 2026 and declared effective on February 6, 2026 for use in the offering.

How can investors access the Odysight.ai (ODYS) preliminary prospectus for the CMPO?

Investors will be able to access the preliminary prospectus supplement and prospectus on the SEC’s website at sec.gov. According to Odysight.ai, electronic copies may also be obtained from Roth Capital Partners by mail, phone at (949) 720-3300, or email.

Who is managing the Odysight.ai (ODYS) confidentially marketed public offering of common stock?

Roth Capital Partners is serving as the sole book-running manager for the Odysight.ai CMPO. According to Odysight.ai, Roth will handle the equity capital markets process, including investor outreach and distribution of the preliminary prospectus supplement and accompanying prospectus.

Is the Odysight.ai (ODYS) CMPO guaranteed to be completed as announced?

No, the CMPO is not guaranteed to be completed. According to Odysight.ai, the offering is subject to market and other conditions, and there can be no assurance regarding whether or when it will be completed, or its ultimate size or terms.