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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): March 25, 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
3.02 Unregistered Sale of Equity Securities.
On
March 17, 2023, Odysight.ai, Inc (formerly known as ScoutCam Inc.) (the “Company”) filed a Current Report on Form 8-K (the
“Prior 8-K”) announcing that on March 16, 2023, the Company entered into and consummated Stock Purchase Agreements for a
private placement with Moshe Arkin through his individual retirement account, The Phoenix Insurance Company Ltd. and Shotfut Menayot
Israel – Phoenix Amitim (collectively, the “Investors”), in connection with the sale and issuance of an aggregate of
3,294,117 units (the “Units”). Each Unit consisted of: (i) one share of the Company’s common stock and (ii) one warrant
to purchase one share of common stock with an exercise price of $5.50 (the “Warrants”).
On
March 25, 2026, the Investors exercised Warrants to purchase an aggregate of 3,294,117 shares of common stock on a cashless basis. As
a result of the cashless exercises, the Company issued an aggregate of 407,497 shares of common stock to the Investors.
The
information under Item 1.01 of the Prior 8-K regarding the unregistered shares of common stock, Warrants and shares of common stock underlying
the Warrants described therein is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Number |
|
Description |
| 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:
March 27, 2026 |
By: |
/s/
Einav Brenner |
| |
Name: |
Einav
Brenner |
| |
Title: |
Chief
Financial Officer |
