[Form 4] Odysight.ai Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider option grant: Odysight.ai director Schneider Jackson received a stock option to purchase 50,000 common shares at an exercise price of $4.00 per share. The option is exercisable under a time-based vesting schedule: one-third vests on September 17, 2026 and the remainder vests in equal quarterly installments over the following 24 months, fully vesting on September 17, 2028. The option expires on September 17, 2032. Following the grant, Mr. Jackson beneficially owns 50,000 shares underlying the option. The filing reports a routine director equity award that ties compensation to future share-price performance.

Positive

• Alignment with shareholders: Time-based vesting ties director compensation to long-term stock performance
• Retention incentive: Multi-year vesting schedule encourages the director to remain aligned with company strategy

Negative

• Potential dilution: Grant creates up to 50,000 shares of potential dilution, but materiality cannot be assessed from this filing alone
• Insufficient context: Filing does not disclose total outstanding shares or prior option grants to quantify impact

Insights

Corporate Governance Expert

TL;DR: Typical director equity grant with multi-year vesting to align incentives, but impact depends on total outstanding shares.

The option award to a director follows common governance practice of using equity to align board members with shareholder interests. The three-year cliff to partial vesting followed by quarterly vesting over two years creates retention incentives and links reward to long-term stock performance. The grant's governance implications are routine and not unusual for a director, though the materiality for shareholders cannot be judged without the company’s total outstanding share count and prior equity grants.

Securities Analyst

TL;DR: A 50,000-share option at $4 strike is a non-cash compensation event; dilution and value impact are immaterial without share base or fair value data.

From a securities perspective, the grant creates potential future dilution of 50,000 shares and establishes an exercise price of $4.00 and an expiration in 2032, which are standard terms for long-dated options. Valuation impact depends on current share price, total diluted shares, and any existing option pools. The filing lacks information on outstanding shares or prior grants, so the economic effect on EPS or ownership percentages cannot be determined from this document alone.

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

1. Name and Address of Reporting Person^*

Schneider Jackson

(Last) (First) (Middle)

C/O ODYSIGHT.AI INC., SUITE 7A

INDUSTRIAL PARK, P.O. BOX 3030

(Street)

OMER L3 8496500

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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

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

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

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

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
Options to purchase common stock (right to buy)	$4	09/17/2025		A		50,000		(1)	09/17/2032	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The stock option vests and becomes exercisable as to one-third of the total shares on September 17, 2026 and thereafter in equal quarterly installments over the following 24 months, such that the stock option becomes vested and exercisable as to all shares on September 17, 2028.

	/s/ Schneider Jackson	09/25/2025
	** 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.

FAQ

What did Schneider Jackson receive according to the Form 4 for ODYS?

Answer: A stock option to purchase 50,000 common shares at an exercise price of $4.00 per share.

What is the vesting schedule for the option in the ODYS Form 4?

Answer: One-third vests on September 17, 2026, then the remainder vests in equal quarterly installments over the next 24 months, fully vesting on September 17, 2028.

When does the option expire and how many shares are covered?

Answer: The option expires on September 17, 2032 and covers 50,000 underlying common shares.

What is the reporting person’s relationship to Odysight.ai (ODYS)?

Answer: The reporting person, Schneider Jackson, is listed as a director of Odysight.ai.

Does the Form 4 state how the grant affects total ownership percentage?

Answer: No, the filing does not disclose total outstanding shares or prior grants, so the change in ownership percentage cannot be determined from this document.