Odysight.Ai Inc. Form 8-K Summary
Business Context and Reporting Period
Odysight.Ai Inc. (Nasdaq: ODYS), a Nevada corporation headquartered in Ramat Gan, Israel, filed this Current Report on August 20, 2026. The filing discloses the entry into a material definitive agreement for a public equity offering and the termination of a prior sales agreement.
Key Financial Metrics and Transaction Details
This filing does not contain audited financial statements, revenue, profit, or cash flow data. The primary financial metrics relate to the capital raise transaction:
- Offering Size: 3,437,500 shares of common stock (Firm Shares).
- Offering Price: $3.20 per share.
- Gross Proceeds: Approximately $11 million.
- Underwriting Discount: 6.5% of gross proceeds.
- Over-Allotment Option: 30-day option to purchase up to 515,625 additional shares (15% of Firm Shares).
- Expense Reimbursement: Up to $75,000 for road show, diligence, and legal fees.
Material Changes and Agreements
The Company entered into an underwriting agreement with Roth Capital Partners, LLC, for a firm commitment public offering. Concurrently, the Company terminated its "at-the-market" (ATM) Sales Agreement dated June 5, 2026, with the same underwriter. No shares were sold under the terminated ATM agreement, which had an aggregate offering price limit of $20 million.
Use of Proceeds, Outlook, and Risks
The Company intends to use net proceeds for research and development, sales and marketing, scaling commercial operations, and general working capital. The offering is expected to close on or about August 21, 2026. A 45-day lock-up period applies to the Company, its directors, and executive officers, prohibiting the sale or transfer of common stock without the Representative's written consent.
Key Facts for Investor Verification
- Verify the final closing date and actual number of shares sold, including any exercise of the 15% over-allotment option.
- Confirm the exact net proceeds received after deducting the 6.5% underwriting discount and the $75,000 expense cap.
- Review the effective shelf registration statement (No. 333-293080) and the final prospectus supplement dated August 21, 2026, for detailed risk factors.
- Monitor the Company's cash position post-closing to assess runway for the stated R&D and commercial scaling activities.