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

Odysight.ai (Nasdaq/TASE: ODYS) priced a public offering of 3,437,500 common shares at $3.20 per share, for expected gross proceeds of $11 million before expenses.

Rhea-AI Summary

Odysight.ai (Nasdaq/TASE: ODYS) priced a public offering of 3,437,500 common shares at $3.20 per share, for expected gross proceeds of $11 million before expenses. All shares are being issued by the company, with Roth Capital Partners as sole book-running manager.

Odysight.ai granted Roth Capital Partners a 30-day option to buy up to 515,625 additional shares at the same price, less underwriting discounts. Certain directors, including chairman Benad Goldwasser and Mori Arkin, and some existing shareholders participated on the same terms. Net proceeds are intended for R&D, sales and marketing, scaling commercial operations, working capital and general corporate purposes. Closing is expected around August 21, 2026, subject to customary conditions.

Positive

• $11 million expected gross proceeds before expenses
• Participation from directors and existing shareholders at $3.20 per share
• Net proceeds earmarked for R&D, sales and marketing, and working capital
• Over-allotment option for up to 515,625 additional shares

Negative

• Issuance of 3,437,500 new common shares creates equity dilution
• 30-day option for up to 515,625 extra shares could increase dilution further

News Explained

The priced equity sale would increase shares and dilute existing ownership if it closes; gross proceeds equal 224.5 days of latest quarterly operating cash outflow.

The offering is priced but not yet closed; because Odysight.ai is selling the shares, completion would increase the share count and reduce existing holders’ percentage ownership.

The effective Form S-3 provides registration capacity, while the priced offering is the specific transaction currently set for closing.

At the last reported quarterly operating cash outflow rate, the $11 million gross proceeds equal 224.5 days of that outflow; the amount is before underwriting discounts and expenses, so it is not a disclosed net-proceeds figure.

The final prospectus supplement is the named document for final terms, while the expected closing on August 21, 2026 is the stated completion milestone subject to customary conditions.

Sources and calculations

• Odysight.ai pricing release (2026-08-20)
• Dilution definition (2026-07-17)
• Form S-3 purpose (2026-07-17)
• Underwritten offering definition (2026-07-17)
• Prospectus supplement purpose (2026-07-17)
• 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 20 session 8 alerts

-7.71% close to close 4.7x rel. volume Open Argus

Details

Market move: ODYS -7.71% in the Aug 20 session. Public offering

+4.2% Peak Tracked

-3.9% Trough Tracked

$58.49M Market Cap

On Aug 20, the day this news came out, ODYS closed 7.71% below the previous close. Argus tracked a peak move of +4.2% during that session. Argus tracked a trough of -3.9% from its starting point during tracking. Our momentum scanner recorded 8 alerts for this stock that day. Relative volume reached 4.7x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 20 session.

Key Figures

Shares offered: 3,437,500 shares Offering price: $3.20 per share Gross proceeds: $11 million +5 more

Shares offered

3,437,500 shares

Public offering

Offering price

$3.20 per share

Public offering

Gross proceeds

$11 million

Before underwriting discounts, commissions, and offering expenses

Additional option

515,625 shares

30-day option granted to Roth Capital Partners

Option size

15%

Of the shares sold in the offering

Offering closing

August 21, 2026

Expected closing date, subject to customary conditions

Shelf registration

Form S-3

Effective shelf registration statement

Shelf effectiveness

February 6, 2026

Date the Form S-3 was declared effective

Previous Offering,AI Reports

1 past event · Latest: Feb 10

Same Type 1 event

1. Feb 10

   Public offering

   24h Move

   -27.8%

   Public offering and Nasdaq uplisting were followed by a 27.78% 24-hour decline.

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

Key Terms

public offering, shelf registration statement, form s-3, sole book-running manager

4 terms

public offering financial

"today announced the pricing of its public offering of 3,437,500 shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

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.

sole book-running manager financial

"Roth Capital Partners is acting as the sole book-running manager"

A sole book-running manager is the single lead investment bank that organizes and runs the order book for a securities offering, handling investor solicitation, pricing recommendations, and allocation of shares. For investors, this role matters because that bank sets the pace, tone and pricing of the deal—similar to a conductor directing an orchestra, its decisions influence how widely the offering is distributed, the final price, and perceived market confidence.

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

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Ramat Gan, Israel, Aug. 20, 2026 (GLOBE NEWSWIRE) -- Odysight.ai Inc. (the “Company”) (Nasdaq/TASE: ODYS) today announced the pricing of its public offering of 3,437,500 shares of its common stock at a public offering price of $3.20 per share. 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 are being 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 includes participation from certain directors, including Benad Goldwasser, the chairman of our Board, and Mori Arkin, 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 is acting as the sole book-running manager for the offering.

The offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions.

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 have been filed with the SEC. A final 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 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 Ramat Gan, 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 public offering, including 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. 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

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

What are the key terms of Odysight.ai's August 2026 public offering (NASDAQ: ODYS)?

Odysight.ai priced a public offering of 3,437,500 shares at $3.20 per share. According to Odysight.ai, expected gross proceeds are $11 million before underwriting discounts, commissions, and expenses, with all shares being sold by the company itself.

How much money will Odysight.ai (ODYS) raise from its $3.20 stock offering?

Odysight.ai expects to raise $11 million in gross proceeds from the offering. According to Odysight.ai, this figure is before deducting underwriting discounts, commissions, and estimated offering expenses that the company will pay in connection with the transaction.

How many new shares is Odysight.ai issuing in the August 2026 ODYS offering?

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

What will Odysight.ai use the ODYS offering proceeds for?

Odysight.ai plans to use net proceeds for research and development, sales and marketing, scaling commercial operations, working capital and other general corporate purposes. According to Odysight.ai, these are the primary intended uses of funds from the August 2026 public offering.

When is Odysight.ai's August 2026 public offering expected to close?

The offering is expected to close on or about August 21, 2026. According to Odysight.ai, the closing remains subject to the satisfaction of customary closing conditions that typically apply to underwritten public equity offerings.

Who is managing Odysight.ai's $11 million ODYS stock offering?

Roth Capital Partners is acting as the sole book-running manager for the offering. According to Odysight.ai, the company has granted Roth Capital Partners a 30-day option to purchase up to 515,625 additional shares at the public offering price, less underwriting discounts and commissions.

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

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