Odysight.ai (NASDAQ: ODYS) adds 407,497 shares after cashless warrant exercise

Rhea-AI Filing Summary

Odysight.ai Inc. reported that investors exercised previously issued warrants, leading to the issuance of new shares without the company receiving cash. These warrants came from a March 2023 private placement of 3,294,117 units, each containing one share of common stock and one warrant with a $5.50 exercise price.

On March 25, 2026, the investors exercised all of these warrants on a cashless basis, and the company issued 407,497 shares of common stock as a result. The transaction was conducted as an unregistered sale of equity securities and relates back to terms originally disclosed in an earlier Form 8-K.

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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

FAQ

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

Odysight.ai Inc. disclosed that investors exercised previously issued warrants on a cashless basis, resulting in the company issuing 407,497 new shares of common stock. These warrants originated from a March 2023 private placement of 3,294,117 units, each including one share and one warrant.

How many new Odysight.ai (ODYS) shares were issued from the warrant exercise?

The company issued 407,497 shares of common stock following the cashless exercise of warrants. Those warrants were tied to an earlier private placement of 3,294,117 units completed in March 2023, where each unit included a share and a warrant exercisable at $5.50 per share.

Were the Odysight.ai (ODYS) warrant exercises a cash transaction for the company?

No, the warrant exercises were completed on a cashless basis, so Odysight.ai did not receive cash proceeds. Instead, the company delivered 407,497 shares of common stock to the investors in exchange for the warrants, in line with the terms of the original private placement agreements.

What was the origin of the warrants exercised in this Odysight.ai (ODYS) 8-K?

The warrants came from a March 16, 2023 private placement of 3,294,117 units sold to several investors. Each unit consisted of one share of Odysight.ai common stock and one warrant to buy one share at a $5.50 exercise price, as previously described in a prior Form 8-K.

Is the Odysight.ai (ODYS) share issuance described in this filing registered with the SEC?

The filing classifies the transaction as an unregistered sale of equity securities. The company incorporates by reference earlier disclosures about the unregistered common shares, the warrants, and the common shares underlying those warrants from a prior Form 8-K filed in March 2023.

Who were the investors involved in Odysight.ai’s (ODYS) original private placement?

The earlier private placement involved Moshe Arkin through his individual retirement account, The Phoenix Insurance Company Ltd., and Shotfut Menayot Israel – Phoenix Amitim. These investors received 3,294,117 units, each including one share and one warrant to purchase an additional share of common stock.

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL SCHEMA FILE 2.9 KB
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