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2026-08-20
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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): August 20, 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
August 20, 2026, Odysight.ai Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Roth Capital Partners, LLC as representative of the underwriters named in Schedule I thereto (the “Representative”),
relating to the offer and sale in a firm commitment underwritten public offering (the “Offering”) of 3,437,500 shares
(the “Firm Shares”) of the Company’s common stock. The Firm Shares will be sold at a public
offering price per share of $3.20. The gross proceeds from the Offering are expected to be $11 million, before deducting underwriting
discounts and commissions and other offering expenses. 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.
In
addition, the Company has granted the Representative a 30-day option to purchase up to an additional 515,625 shares of the Company’s
common stock (the “Option Shares”, and together with the Firm Shares, the “Shares”), representing
15% of the number of the Firm Shares sold in the Offering, at the public offering price per share, less underwriting discounts
and commissions. The Offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions.
The
Shares in the Offering are being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3
(No. 333-293080), which was initially filed with the Securities and Exchange Commission (the “SEC”) on January 30,
2026, and declared effective on February 6, 2026 (the “Shelf Registration Statement”). The Company has
filed a final prospectus supplement (the “Prospectus Supplement”), dated August 21, 2026, relating to the issuance
and sale of the Shares with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The
Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing,
obligations of the parties and termination provisions. The Company has agreed to indemnify the Representative against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments that the Representative may be required to make because
of such liabilities. In addition, the Company and the Company’s directors and executive officers also agreed not to sell or transfer
any common stock without first obtaining the written consent of the Representative, subject to certain exceptions as described in the
Prospectus Supplement, for 45 days after the date of the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Representative
will receive underwriting discounts and commissions of 6.5% of
the gross proceeds received from the sale of the Shares in the Offering. The Company has also agreed to reimburse the Representative
for certain of its expenses, in an amount of up to $75,000, including for road show, diligence, and reasonable legal fees.
A
copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A
copy of the opinion of Greenberg Traurig P.A. relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit
5.1.
Item 1.02 Termination
of a Material Definitive Agreement
On August 20, 2026, the
Company provided notice terminating the Sales Agreement (the “ATM Agreement”), dated June 5, 2026, between the Company
and Roth Capital Partners, LLC. Accordingly, with the termination of the ATM Agreement, the Company also terminated its “at-the-market”
offering of shares of common stock pursuant to the Company’s prospectus, dated June 5, 2026 (the “ATM Prospectus”),
relating to the at-the-market offering of shares of common stock having an aggregate offering price of up to $20,000,000, filed with
the SEC as part of the Shelf Registration Statement. No sales of common stock were made pursuant to the ATM Agreement or the ATM Prospectus.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1
|
|
Underwriting Agreement, dated as of August 20, 2026, by and between Odysight.ai Inc. and the Representative |
| |
|
|
| 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:
August 21, 2026 |
By: |
/s/
Einav Brenner |
| |
Name:
|
Einav
Brenner |
| |
Title:
|
Chief
Financial Officer |
