Form 8-K

8-K — Odysight.ai Inc.

Accession: 0001493152-26-013791

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001577445

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001577445

2026-03-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 31, 2026

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.)

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-commencement

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

7.01 Regulation FD Disclosure.

March 31, 2026, Odysight.ai Inc (the “Company”) issued a press release announcing that its common stock had been approved

for listing on the Tel-Aviv Stock Exchange (“TASE”).

The

information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be

deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange

Act, except as expressly set forth by specific reference in such filing.

Item

8.01 Other Events

March 31, 2026, the Company announced the listing of its common stock on the TASE. Trading on the TASE is expected to begin on April

9, 2026 under the same ticker symbol (ODYS or “אודס” in Hebrew), in addition to its existing listing

on the Nasdaq Capital Market.

The

press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Number

Description

99.1

Press release dated March 31, 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:

March 31, 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®

Announces Dual Listing on the Tel Aviv Stock Exchange

Ramat

Gan, Israel, March 31, 2026 – Odysight.ai Inc. (NASDAQ: ODYS) (“Odysight.ai” or the “Company”), a developer

of AI-based visual sensing solutions for predictive maintenance and condition-based monitoring, today announced that its common stock

have had been approved for listing on the Tel Aviv Stock Exchange (“TASE”).

Trading

of the Company’s shares on TASE is expected to commence on April 9, 2026, under the same ticker symbol (ODYS or “אודס”

in Hebrew), in addition to its existing listing on the Nasdaq Capital Market. The Company’s common stock will be traded

on TASE and quoted in Israeli Shekels.

The

dual listing is intended to expand the Company’s investors base, enhance trading liquidity, and increase accessibility for

Israeli and international investors. The Company believes that listing on TASE will strengthen its presence in the Israeli capital market,

where it maintains significant operations, while further supporting its long-term global growth strategy.

Yehu

Ofer, Chief Executive Officer of Odysight.ai, commented:

“Our

decision to pursue a dual listing reflects our deep commitment to strengthening our capital markets presence and enhancing shareholders

value. We believe that expanding our trading platforms will increase our exposure to a broader and more diverse investors base,

including both institutional and retail investors.

expect that the additional listing will contribute to increased trading volumes and improved liquidity over time. Furthermore, dual listing

allows investors to trade our shares during local market hours and in local currency, which we believe will further support investors

engagement and accessibility.”

About

Odysight.ai

Inc., incorporated in the United States with subsidiaries in Europe and Israel, is a pioneer in Predictive Maintenance (PdM) and Condition-Based

Monitoring (CBM), leveraging its proprietary visualization and artificial intelligence platform.

The

Company delivers AI-powered visual sensing solutions for mission-critical systems across aviation, transportation, energy, and industrial

sectors. Its technology integrates miniature video sensors, embedded software, and advanced AI algorithms to enable real-time monitoring

in hard-to-reach and harsh environments. These capabilities provide actionable insights, enabling earlier fault detection, improved operational

safety, and optimized maintenance performance.

For

more information, please visit: www.odysight.ai

Forward-Looking

Statements

Information

set forth in this presentation 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 presentation that

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

regarding the benefits of dual listing. 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. 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 and (xxvii) the increased

expenses and requirements associated with being a listed public company on the Nasdaq Capital Market, or Nasdaq and TASE. 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 presentation. Except as required under applicable securities legislation, Odysight.ai undertakes

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

Company

Contact:

Einav

Brenner, CFO

info@odysight.ai

Investor

Relations Contact:

Miri

Segal

MS-IR

LLC

msegal@ms-ir.com

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 3

Binary file (3970 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Mar. 31, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 31, 2026

Entity File Number

001-42497

Entity Registrant Name

ODYSIGHT.AI

INC.

Entity Central Index Key

0001577445

Entity Tax Identification Number

47-4257143

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Abba Hillel Silver RD

Entity Address, Address Line Two

Sasson Hugi Tower

Entity Address, City or Town

Ramat

Gan

Entity Address, Country

Entity Address, Postal Zip Code

5250606

City Area Code

+972

Local Phone Number

73 370-4690

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.001 par value per share

Trading Symbol

ODYS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration