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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): July 23, 2025
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.) |
Suite
7A, Industrial Park
P.O.
Box 3030, Omer, Israel |
|
8496500 |
| (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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 23, 2025, the Board of Directors of Odysight.ai Inc. (the “Company”) approved the appointment of Mr. Jacob Avinu as
the Company’s Senior VP – Head of U.S. Business Unit. Mr. Avinu, who has served as the Company’s Senior VP of Product
Portfolio since November 2022, will begin his new position on August 1, 2025, subject to his obtaining necessary visa and work authorizations
and relocating to the U.S. by such date. In connection with his appointment as Senior VP – Head of U.S. Business Unit, the Company
entered into an employment agreement with Mr. Avinu on July 23, 2025 that provides for an annual base salary of $298,000. The employment
agreement also provides that Mr. Avinu may be entitled to receive an annual special performance bonus of up to 30% of his base salary,
subject to achievement of annual personal objectives and to Company performance, in each case subject to the sole discretion of the Company’s
CEO and approval by the Board of Directors. Under the employment agreement, Mr. Avinu may also be eligible for a one-time special performance
option grant, the amount to be determined by the CEO based on achievement of annual personal objectives and Company performance and subject
to approval by the Board of Directors. The employment agreement further provides that Mr. Avinu is entitled to a one-time relocation
allowance and one-time special salary payment, in addition to reimbursement of certain specific expenses related to his relocation to
the U.S. In accordance with the terms of the employment agreement, Mr. Avinu will also receive additional benefits customary for an executive
officer of his experience and for companies of similar stature and standing to that of the Company. The employment agreement is attached
to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
No. |
|
Description
of Exhibits |
| |
|
|
| 10.1 |
|
Employment Agreement of Jacob Avinu entered into on July 23, 2025 |
| 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:
July 29, 2025 |
By: |
/s/
Yehu Ofer |
| |
Name:
|
Yehu
Ofer |
| |
Title: |
Chief
Executive Officer |
