Odysight.ai director's spouse buys 46,875 shares

Odysight.ai Inc. (ODYS) director Benad Goldwasser reported a purchase of 46,875 shares of common stock made by his spouse on August 20, 2026 in the company’s underwritten public offering at an offering price of $3.20 per share.

Rhea-AI Filing Summary

Odysight.ai Inc. (ODYS) director Benad Goldwasser reported a purchase of 46,875 shares of common stock made by his spouse on August 20, 2026 in the company’s underwritten public offering at an offering price of $3.20 per share. These shares are reported as indirectly held, and Goldwasser disclaims beneficial ownership of his spouse’s holdings for Section 16 and other purposes. A separate line reflects 118,941 directly held shares included for informational purposes only, with no transaction effected for that position. The Rule 10b5-1 checkbox is not marked, so the reported purchase is not affirmed as made under a trading plan.

Insider Trade Summary

Net Buyer: 46,875 shares

Net Buy 2 txns

Insider Goldwasser Benad

Role Director

Bought 46,875 shs ($150K)

Type	Security	Shares	Price	Value
Purchase	Common Stock F2, F3	46,875	$3.20	$150K
holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 121,875 shares (Indirect, See Footnote); Common Stock — 118,941 shares (Direct)

Footnotes (3)

1. F1. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only.
2. F2. On August 20, 2026, the Reporting Person's spouse acquired 46,875 shares of common stock in the Issuer's underwritten public offering of shares of common stock for an offering price of $3.20 per share of common stock.
3. F3. Shares held by Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the securities held by his spouse, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Key Figures

Shares acquired by spouse: 46,875 shares of common stock Offering price per share: $3.20 per share Indirect holdings after transaction: 121,875 shares of common stock +1 more

4 metrics

Shares acquired by spouse 46,875 shares of common stock Acquired on August 20, 2026 in the issuer’s underwritten public offering

Offering price per share $3.20 per share Price in Odysight.ai Inc.’s underwritten public offering of common stock

Indirect holdings after transaction 121,875 shares of common stock Total shares reported as indirectly held following spouse’s purchase

Directly held shares (informational) 118,941 shares of common stock Direct holdings included for informational purposes only; no transaction effected

Key Terms

underwritten public offering, beneficial ownership, Section 16 of the Securities Exchange Act of 1934

3 terms

underwritten public offering financial

"acquired 46,875 shares of common stock in the Issuer's underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the securities held by his spouse"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 of the Securities Exchange Act of 1934 regulatory

"beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

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

What insider transaction did ODYS report for Benad Goldwasser on August 20, 2026?

The filing reports that Benad Goldwasser’s spouse acquired 46,875 ODYS common shares on August 20, 2026 in an underwritten public offering at an offering price of $3.20 per share, which is reported as an indirect holding with a disclaimer of beneficial ownership.

At what price were the ODYS shares acquired in the reported transaction?

Goldwasser’s spouse acquired the ODYS shares in the issuer’s underwritten public offering at an offering price of $3.20 per share of common stock, as disclosed in the Form 4 footnote describing the August 20, 2026 transaction.

How many ODYS shares does Benad Goldwasser report as indirectly held after the transaction?

Following the reported transaction, the Form 4 lists 121,875 shares of ODYS common stock as indirectly held, attributable to shares held by Goldwasser’s spouse. Goldwasser disclaims beneficial ownership of these securities for Section 16 and other purposes.

How many ODYS shares does Benad Goldwasser hold directly according to this Form 4?

The Form 4 includes, for informational purposes only, a line showing 118,941 ODYS common shares as directly held by Benad Goldwasser. The related footnote states that no transaction was effected with respect to these directly held securities.

Was the ODYS insider transaction by Benad Goldwasser under a Rule 10b5-1 plan?

No. The Form 4’s Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the spouse’s purchase of 46,875 ODYS shares at $3.20 per share in the underwritten offering was made pursuant to a Rule 10b5-1 trading plan.

Who actually purchased the ODYS shares reported in this Form 4 for Benad Goldwasser?

The reporting person’s spouse acquired the 46,875 ODYS shares in the underwritten public offering. The shares are reported as indirectly held, and Goldwasser disclaims beneficial ownership of the securities held by his spouse for Section 16 and any other purpose.

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

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Available on EDGAR 08/24/2026 - 04:05 PM EDT Accepted by SEC EDGAR 08/24/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goldwasser Benad

(Last) (First) (Middle)

C/O ODYSIGHT AI INC.

12 ABBA HILLEL SILVER RD

(Street)

RAMAT GAN 5250606

(City) (State) (Zip)

ISRAEL

(Country)

2. Issuer Name and Ticker or Trading Symbol
Odysight.ai Inc. [ ODYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								118,941(1)	D
Common Stock	08/20/2026		P		46,875(2)	A	$3.2	121,875	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only.

2. On August 20, 2026, the Reporting Person's spouse acquired 46,875 shares of common stock in the Issuer's underwritten public offering of shares of common stock for an offering price of $3.20 per share of common stock.

3. Shares held by Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the securities held by his spouse, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Einav Brenner, Attorney-in-Fact	08/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)