Odysight.ai (NASDAQ: ODYS) launches $20M at-the-market share sales deal

Q: What fees will Odysight.ai pay Roth Capital under the Sales Agreement?

Roth Capital may receive a commission of up to 3.0% of the gross proceeds from any Odysight.ai shares sold. Odysight.ai will also reimburse up to $75,000 of initial expenses and up to $7,500 per quarter for ongoing, documented out-of-pocket costs.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Odysight.ai Inc. entered into a new Sales Agreement with Roth Capital Partners that allows it to sell up to $20,000,000 of common stock in at-the-market offerings. Shares may be sold from time to time at prevailing market prices or through privately negotiated transactions.

Roth Capital will act as sales agent and/or principal and can earn a commission of up to 3.0% of the gross proceeds on shares sold. Odysight.ai will reimburse up to $75,000 of initial expenses and up to $7,500 per quarter for ongoing expenses. Any shares sold will be issued under the company’s effective Form S-3 shelf registration.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM capacity: $20,000,000 Sales commission: 3.0% of gross proceeds Initial expense reimbursement cap: $75,000 +3 more

6 metrics

ATM capacity $20,000,000 Aggregate offering price for at-the-market common stock sales

Sales commission 3.0% of gross proceeds Maximum commission payable to Roth Capital on shares sold

Initial expense reimbursement cap $75,000 Cap on reasonable and documented out-of-pocket expenses at signing

Quarterly maintenance expense cap $7,500 Cap on ongoing quarterly out-of-pocket expenses for the Sales Agreement

Shelf registration file number 333-293080 Form S-3 shelf registration used to issue ATM shares

Shelf effectiveness date February 6, 2026 Date Form S-3 shelf registration was declared effective

Key Terms

at the market offerings, Sales Agreement, shelf registration statement, base prospectus, +1 more

5 terms

at the market offerings financial

"having an aggregate offering price of up to $20,000,000 (“Shares”) in “at the market offerings” through or to the Agent"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Sales Agreement financial

"entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

shelf registration statement regulatory

"The Shares will be issued pursuant to the Company’s 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.

base prospectus regulatory

"including a base prospectus contained therein, filed with the Securities and Exchange Commission"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

indemnify financial

"the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act"

To indemnify means to promise to cover or reimburse someone for losses, costs, or legal claims that arise from a specified action or event. For investors, indemnification shifts potential financial risk—like a safety net or warranty—so a party that agrees to indemnify protects others from unexpected liabilities, which can affect a company’s future expenses, deal terms, and perceived investment risk.

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Understanding 8-K Material Events →

06/05/2026 - 04:57 PM

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): June 5, 2026

ODYSIGHT.AI INC.

(Exact name of registrant as specified in its charter)

Nevada

001-42497

47-4257143

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12 Abba Hillel Silver RD, Sasson Hugi Tower

Ramat Gan, Israel

5250606

(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 June 5, 2026, Odysight.ai Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $20,000,000 (“Shares”) in “at the market offerings” through or to the Agent, as sales agent and/or principal. Sales can be made by any method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), or through privately negotiated transactions. Sales of the Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent.

The Company is not obligated to sell, and the Agent is not obligated to sell or offer to sell, any Shares under the Sales Agreement. No assurance can be given that the Company will sell any Shares under the Sales Agreement, or, if it does, as to the price or amount of Shares that it sells or the dates when such sales will take place. Each time the Company wishes to issue and sell the Shares under the Sales Agreement, the Company will provide the Agent with a placement notice describing the number or dollar value of Shares, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made. We or the Agent may suspend the offering of Shares pursuant to a placement notice upon notice and subject to other conditions. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, and applicable state and federal laws, rules and regulations and the rules of the Nasdaq to sell the Shares under the terms and subject to the conditions of the placement notice.

The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any Shares sold under the Sales Agreement. We have agreed to reimburse the Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not to exceed $75,000, in connection with entering into the Sales Agreement and for the Agent’s reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on a quarterly basis in an amount not to exceed $7,500.

Pursuant to the terms of the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act or the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required to make because of such liabilities.

The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 293080), including a base prospectus contained therein, filed with the Securities and Exchange Commission on January 30, 2026, and declared effective on February 6, 2026.

The Sales Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Sales Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1.

The legal opinion and consent of Greenberg Traurig P.A. relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

1.1		Sales Agreement by and between Odysight.ai Inc. and Roth Capital Partners, LLC dated June 5, 2026

5.1		Opinion of Greenberg Traurig P.A.

23.1		Consent of Greenberg Traurig P.A. (contained in Exhibit 5.1)

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: June 5, 2026	By:	/s/ Einav Brenner
	Name:	Einav Brenner
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Odysight.ai (ODYS) announce in this 8-K filing?

Odysight.ai reported a new Sales Agreement with Roth Capital Partners, enabling at-the-market sales of up to $20,000,000 of common stock. Shares may be sold over time at market prices or via privately negotiated deals under the company’s effective Form S-3 shelf registration.

How large is Odysight.ai’s new at-the-market offering program?

The Sales Agreement permits Odysight.ai to sell common stock with an aggregate offering price of up to $20,000,000. These shares can be issued gradually, at prevailing market prices or otherwise agreed terms, giving the company flexibility in how much stock it chooses to sell.

What fees will Odysight.ai pay Roth Capital under the Sales Agreement?

Roth Capital may receive a commission of up to 3.0% of the gross proceeds from any Odysight.ai shares sold. Odysight.ai will also reimburse up to $75,000 of initial expenses and up to $7,500 per quarter for ongoing, documented out-of-pocket costs.

Is Odysight.ai required to sell shares under this at-the-market agreement?

No. Odysight.ai is not obligated to sell any shares, and Roth Capital is not obligated to sell or offer to sell shares. Each transaction requires a placement notice, and either party can suspend the offering of shares subject to the agreement’s conditions.

Under what registration is Odysight.ai issuing shares in this program?

Any shares sold under the Sales Agreement will be issued pursuant to Odysight.ai’s shelf registration statement on Form S-3, File No. 333-293080. This registration was filed on January 30, 2026 and declared effective on February 6, 2026 with a base prospectus.

Who is acting as Odysight.ai’s sales agent for the at-the-market facility?

Roth Capital Partners, LLC will act as Odysight.ai’s sales agent and/or principal under the Sales Agreement. It will use commercially reasonable efforts, consistent with its normal practices and applicable regulations, to sell shares in accordance with the company’s placement notices and Nasdaq rules.

Filing Exhibits & Attachments

6 documents