Odysight.ai grants 40,000 stock options to COO

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Form Type

8-K

Rhea-AI Filing Summary

Odysight.ai Inc. reported that its board, following a recommendation from the Compensation Committee, granted Chief Operating Officer Ronen Tanami an option to purchase 40,000 shares of common stock under the 2024 Stock Incentive Plan at an exercise price of $5.09 per share.

One-third of the option vests on the first anniversary of the grant date, with the remaining shares vesting over the following two years in eight equal quarterly installments, as long as Tanami remains a service provider. The option includes accelerated vesting if there is a change of control of the company.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Option grant size: 40,000 shares Exercise price: $5.09 per share Initial vesting portion: One-third of shares +1 more

4 metrics

Option grant size 40,000 shares Stock option award to COO Ronen Tanami

Exercise price $5.09 per share Strike price of COO stock options

Initial vesting portion One-third of shares Vests on first anniversary of grant date

Remaining vesting period Two years Balance vests in eight equal quarterly installments

Key Terms

2024 Stock Incentive Plan, exercise price, change of control, Emerging growth company

4 terms

2024 Stock Incentive Plan financial

"pursuant to the Company’s 2024 Stock Incentive Plan and have an exercise price"

exercise price financial

"have an exercise price of $5.09 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

change of control financial

"The options are subject to acceleration of vesting in the event of a change of control of the Company"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What equity award did Odysight.ai (ODYS) grant its new COO?

Odysight.ai granted Chief Operating Officer Ronen Tanami an option to purchase 40,000 shares of common stock. The award was approved by the board under the 2024 Stock Incentive Plan with a fixed exercise price of $5.09 per share.

What is the exercise price of the Odysight.ai COO stock options?

The options granted to Odysight.ai’s COO have an exercise price of $5.09 per share. This price is the amount Tanami must pay per share to exercise the options and acquire Odysight.ai common stock in the future.

How do the Odysight.ai COO stock options vest over time?

One-third of the Odysight.ai COO’s options vest on the first anniversary of the grant date. The remaining two-thirds vest over the next two years in eight equal quarterly installments, assuming continuous service with the company throughout the vesting period.

Is there accelerated vesting for Odysight.ai COO options on change of control?

Yes. The stock options granted to Odysight.ai’s COO are subject to acceleration of vesting if there is a change of control of the company, potentially allowing earlier full or partial vesting upon such a corporate transaction.

Under which plan were the Odysight.ai COO options granted?

The options for Odysight.ai’s COO were granted under the company’s 2024 Stock Incentive Plan. This plan governs the terms of equity awards such as stock options, including eligibility, vesting conditions, and general administrative provisions.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:07 PM EDT

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): May 19, 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-commencement 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2026, the Board of Directors of Odysight.ai Inc. (the “Company”), upon the recommendation of its Compensation Committee, approved an award to Ronen Tanami of an option to purchase 40,000 shares of common stock of the Company. The foregoing options were awarded to Mr. Tanami, who was appointed as the Chief Operating Officer on May 13, 2026, pursuant to the Company’s 2024 Stock Incentive Plan and have an exercise price of $5.09 per share. So long as Mr. Tanami continues as a service provider with the Company, the options will vest with respect to one-third of the shares of common stock on the first anniversary of the grant date and, with respect to the balance of the shares of common stock, will vest over two years in eight equal quarterly installments following the first anniversary of the grant date. The options are subject to acceleration of vesting in the event of a change of control of the Company.

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: May 21, 2026	By:	/s/ Einav Brenner
	Name:	Einav Brenner
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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