Form 8-K

8-K — Odysight.ai Inc.

Accession: 0001493152-26-039335

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0001577445

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Other Events

Item: Financial Statements and Exhibits

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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)

The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 20, 2026

ODYSIGHT.AI

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-42497

47-4257143

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

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-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 ☐

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

8.01 Other Items.

August 20, 2026, Odysight.ai Inc. (the “Company”) issued a press release announcing the pricing of a firm commitment

underwritten public offering of 3,437,500 shares (the “Shares”) of the Company’s common stock, par value $0.001

per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release Dated August 20, 2026

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:

August 20, 2026

By:

/s/

Einav Brenner

Name:

Einav

Brenner

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Odysight.ai

Inc. Announces Pricing of $11 million Public Offering of Common Stock

Ramat

Gan, Israel – August 20, 2026 – Odysight.ai Inc. (the “Company”) (Nasdaq/TASE: ODYS) today announced the

pricing of its public offering of 3,437,500 shares of its common stock at a public offering price of $3.20 per share. The gross proceeds

to the Company from the offering are expected to be $11 million, before deducting underwriting discounts and commissions and estimated

offering expenses payable by the Company. All shares in the offering are being sold by the Company.

addition, the Company has granted Roth Capital Partners a 30-day option to purchase up to an additional 515,625 shares of common stock,

representing 15% of the number of shares sold in the offering, at the public offering price per share, less underwriting discounts and

commissions.

The

offering includes participation from certain directors, including Benad Goldwasser, the chairman of our Board, and Mori Arkin, as well

as certain existing shareholders, who each purchased shares of common stock in this offering at the public offering price per share and

on the same terms as the other purchasers in this offering.

The

Company intends to use the net proceeds from this offering for research and development, sales and marketing, including activities to

scale commercial operations, and for working capital and other general corporate purposes.

Roth

Capital Partners is acting as the sole book-running manager for the offering.

The

offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions.

The

offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-293080), which was previously

filed with the Securities and Exchange Commission (SEC) on January 30, 2026, and declared effective on February 6, 2026.

preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC. A final prospectus

supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website

at sec.gov. Electronic copies of the final prospectus supplement may also be obtained from Roth Capital Partners, LLC, Attention: Equity

Capital Markets, 888 San Clemente Drive, Newport Beach, CA 92660, or by calling (949) 720-5700 or emailing rothecm@roth.com.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale

of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such state or jurisdiction.

About

Odysight.ai Inc.

Odysight.ai

Inc. is a pioneer in the development, production and marketing of an innovative visual monitoring AI solution that deploys small visual

sensors to monitor critical safety components in hard-to-reach locations and harsh environments. The Company aims to be the industry

benchmark for real-time, visual-based machine and infrastructure health monitoring and predictive maintenance analysis through AI and

machine learning data analytics. Odysight’s solutions are successfully deployed by NASA and customers in the aerospace, Industry

4.0, transportation and energy markets. The Company is headquartered in Ramat Gan, Israel. For more information, visit https://www.odysight.ai/.

Forward-Looking

Statements

Information

set forth in this news release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities

Litigation Reform Act of 1995 relating to future events or our future performance. All statements contained in this press release that

do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements

regarding the public offering, including statements regarding the completion of the offering, the satisfaction of customary closing conditions

related to the offering, and the intended use of net proceeds from the offering. In some cases, you can identify forward-looking statements

by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,”

“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative

of these terms or other comparable terminology. Those statements are based on information we have when those statements are made or our

management’s current expectation and are subject to risks and uncertainties that could cause actual performance or results to differ

materially from those expressed in or suggested by the forward- looking statements. These risks and uncertainties include, among others,

uncertainties related to market conditions, the satisfaction of customary closing conditions, and the completion, timing and size of

the proposed offering. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to

the following: (i) our ability to scale up our operations, including market acceptance and large-scale adoption of our vision-based sensor

products, (ii) the amount and timing of future sales and our long and unpredictable sales cycles, (iii) our ability to maintain product

quality and performance at an acceptable cost and meet technical and quality specifications, (iv) our ability to accurately estimate

the future supply and demand for our solutions and changes to various factors in our supply chain, (v) the market for adoption of vision-based

sensor technologies, (vi) compliance with existing laws and regulations and regulatory developments in the United States, Israel, and

other jurisdictions, including trade control laws, export authorizations and safety regulations, (vii) our plans and ability to obtain,

maintain, and protect intellectual property rights, including extensions of patent terms, and our ability to avoid infringing the intellectual

property rights of others, (viii) the need to hire additional personnel and our ability to attract and retain such personnel, including

key members of our senior management, (ix) our estimates regarding expenses, backlog, future revenue, capital requirements and need for

additional financing, (x) our dependence on third parties, including suppliers and strategic partners, (xi) our dependence on a limited

number of customers for a substantial portion of our revenues, and the impact if order volumes from existing or anticipated customers

do not meet expectations (xii) our financial performance and history of operating losses, (xiii) the growth of regulatory requirements

and incentives, (xiv) the incorporation of artificial intelligence, or AI, and machine learning, or ML, into our products, (xv) risks

related to product liability claims or product recalls, (xvi) cybersecurity risks and potential data security breaches, (xvii) the overall

global economic environment and trade tensions, including the adoption or expansion of economic sanctions, tariffs or trade restrictions,

(xviii) challenges and risks related to sales to government entities and highly regulated organizations, (xix) the impact of competition

and new technologies, (xx) limitations and exclusivity provisions in our customer agreements and restrictions on the use of intellectual

property, (xxi) our ability to ensure that our solutions interoperate with a variety of hardware and software platforms, (xxii) our plans

to continue to invest in research and develop technology for new products, (xxiii) our plans to potentially acquire complementary businesses,

(xxiv) the impact of future pandemics on our business and on the business of our customers, (xxv) fluctuations in foreign currency exchange

rates, (xxvi) security, political and economic instability in the Middle East that could harm our business, including due to the security

situation in Israel; and military conflicts with Iran and terrorist organizations, (xxvii) the increased expenses and requirements associated

with being a listed public company on the Nasdaq Capital Market, or Nasdaq, and (xxviii) risks associated with our dual listing on the

Tel Aviv Stock Exchange, or the TASE, including price volatility, liquidity and regulatory requirements. These and other important factors

discussed in Odysight.ai’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on

March 19, 2026, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the

forward-looking statements made in this press release. Except as required under applicable securities legislation, Odysight.ai undertakes

no obligation to publicly update or revise forward-looking information.

Investor

Contact:

Odysight.ai

Inc.

Abba Hilel Silver RD, Sasson Hugi Tower,

Ramat Gan 5250606, Israel.

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