Form 8-K

8-K — Odysight.ai Inc.

Accession: 0001493152-26-023116

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001577445

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): May 14, 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-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

2.02 Results of Operations and Financial Condition.

May 14, 2026, Odysight.ai, Inc. (the “Company”) issued a press release announcing financial results for the three

months ended March 31, 2026 and providing a business update. The press release is attached to this Current Report on Form 8-K as Exhibit

99.1 and is incorporated herein by reference.

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

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Number

Description

99.1

Press release dated May 14, 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:

May 14, 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

Reports Financial Results for the Three Months Ended March 31, 2026 and Provides Business Update

Ramat

Gan, Israel, May 14, 2026 – Odysight.ai Inc. (NASDAQ/TASE: ODYS), a leader in AI-powered visual sensing and predictive maintenance

(PdM) solutions for the aerospace, defense, and industrial markets, today announces its financial results for the three months ended

March 31, 2026, and provides a business update.

Key

Highlights

● Backlog1

of $14 million as of March 31, 2026, providing revenue visibility into 2026 and the

following years.

● Cash

balance2 of approximately $21.8 million as of March 31, 2026, debt

free.

● Received

two pilot orders from a major Defense customer for monitoring applications on an operational

combat helicopter, and monitoring of a critical component within an airborne weapons system.

Both orders are in active deployment.

● Entered

into

a Cooperative Research and Development Agreement (CRADA) with the Naval Air Warfare Center

Aircraft Division Lakehurst (NAWCAD), part of the U.S. Navy, to advance AI-driven visual

sensing and condition-based maintenance operations. Focusing initially on carrier arresting

cables. The project is set to be delivered in the coming months. Once completed, it has the

potential for expansion into global land based arresting cables, fixed and rotary wing aircraft,

ground vehicles, and additional platforms (May 2026).

● Partnered

with XP Services for the first U.S. flight testing of Odysight.ai AI-powered Predictive

Maintenance System on a Sikorsky UH-60 Black Hawk Helicopter, the primary

medium lift helicopter for the U.S. Army, advancing domestic certification and commercialization

pathways. First flights scheduled to start in the coming weeks.

● Initial

Industrial Predictive Monitoring Systems delivered to European customers and now operational,

pursuant to our agreement with a leading European provider of industrial sensing and monitoring

solutions.

● Signed

a Commercial Collaboration Agreement with GACI Technologies to expand AI-powered predictive

maintenance solutions into the French Aerospace and Defense market, broadening Odysight.ai’s

European commercial footprint (April 2026). Aiming to receive initial POs within 2026.

● Completed

dual listing on the Tel Aviv Stock Exchange (TASE), expanding access to Israeli and international

investors and broadening the Company’s shareholder base (April 2026).

Yehu

Ofer, Chief Executive Officer of Odysight.ai commented:

“Our

main customers operate in, or directly support, some of the most mission-critical and operationally demanding

environments globally. While this dynamic resulted in a timing impact on our Q1 revenues, driven by some key

defense partners in Israel and the United States prioritized mission-critical activities, we view this primarily as a short-term timing effect on backlog conversion

rather than any change in underlying demand. We remained fully operational globally throughout last months’

conflict, continuing to execute across our global programs while further expanding our commercial activity in core target

markets.

The

increased operational intensity, extensive load and burn out on platforms and people, continues to reinforce the global growing need

for our solutions and the underlying attractiveness of our products. The strategic progress we made during and immediately following

the quarter underscores our continued momentum and the strength of our relationships with our customers. Our core business remains

strong and we are therefore confident in our ability to achieve our business targets for 2026 and beyond.”

Einav

Brenner, Chief Financial Officer of Odysight.ai added:

“Our

Q1 2026 revenues were impacted by the timing of purchase orders execution, which we view as temporary and

not indicative of the underlying growth trajectory of the business. We expect these orders to be delivered

in the coming months, resulting in a revenue profile that is geared towards year end. Despite these challenging geopolitical

dynamics, our gross margin remained approximately 26%, consistent with prior periods and reflecting the inherent strength of our

product economics.

Operating

expenses of approximately $5.4 million were slightly above the prior year period, driven primarily by the continued expansion of our

global sales and marketing activities as we build commercial infrastructure in the United States and Europe. We view this investment

as strategic and appropriate given the magnitude of the opportunity, while we continue to manage all cost lines with discipline, taking

into consideration the adverse effect of the strengthening of the Israeli shekel against the U.S. dollar during the period. In parallel,

we have taken active steps to improve organizational efficiency and adaption of AI tools, which we expect to be reflected in our H2/2026

results.

ended the quarter with approximately $21.8 million in cash, no debt, and a backlog of $14 million. As delayed purchase orders convert

in the coming quarters and operational efficiencies begin to take effect, we expect our financial performance to increasingly reflect

the underlying momentum and progress of the business.”

Backlog is measured and defined differently by companies within our industry. We refer to “backlog” as our booked orders

based on purchase orders or hard commitments but not yet recognized as revenue. Backlog is not a comprehensive indicator of future revenue

and is not a measure of profitability. Orders included in backlog may be cancelled or rescheduled by customers. A variety of conditions,

both specific to the individual customer and generally affecting the customer’s industry, may cause customers to cancel, reduce

or delay orders that were previously made or anticipated. Projects may remain in backlog for extended periods of time.

Including cash, cash equivalents and restricted cash.

Financial

highlights for the three months ended March 31, 2026.

Revenues

were $82 thousand, compared to approximately $2.1 million for the three months ended March 31, 2025.

The

decrease in revenues was primarily attributable to Q1 2025 full derecognition of the contract liability associated with a Fortune 500

medical company customer, in the amount of $1.7 million and additional decrease of our vision-based solutions for PdM and CBM due to

certain delays caused from the global geopolitical situation.

Backlog1

was $14 million as of March 31, 2026.

Cost

of Revenues was $61 thousand for the three months ended March 31, 2026, compared to $1.5 million for the three months ended March

31, 2025. The decrease in cost of revenues is consistent with the decrease in revenues.

Gross

Profit was $21 thousand for the three months ended March 31, 2026, compared to gross profit of $0.5 million for the three months

ended March 31, 2025, reflecting a gross margin of approximately 26% in both periods.

Operating

expenses were approximately $5.4 million for the three months ended March 31, 2026, compared to approximately $5.1 million for

the three months ended March 31, 2025.

The

increase in operating expenses was primarily driven by the expansion of the Company’s operations, enhanced global selling and marketing

activities, including efforts to penetrate new markets and verticals and increase product visibility, increase in share-based compensation

and effect of the USD/NIS exchange rate.

Net

loss was approximately $5.2 million for the three months ended March 31, 2026, compared to approximately $4.3 million for the

three months ended March 31, 2025.

Cash

Balance2 as of March 31, 2026 was approximately $21.8 million.

About

Odysight.ai

Odysight.ai,

incorporated in Nevada U.S., with European and Israeli subsidiaries, is pioneering the Predictive Maintenance (PdM) and Condition Based

Monitoring (CBM) markets with its visualization and AI-powered visual sensing. Providing video sensor-based solutions for critical systems

in the aviation, transportation, and energy industries, Odysight.ai leverages proven visual technologies and products from the medical

industry. Odysight.ai’s unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations

and harsh environments across a variety of PdM and CBM use cases. Odysight.ai’s platform allows maintenance and operations teams

visibility into areas that are otherwise inaccessible during normal operation, or where the operating ambience is not suitable for continuous

real-time monitoring.

routinely post information that may be important to investors in the Investors section of our website. For more information, please visit:

http://www.odysight.ai or follow us on X (formerly Twitter) , LinkedIn and YouTube.

Backlog

present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies

and others who use our financial information to evaluate our performance. Backlog is presented for supplemental informational purposes

only, and is not intended to be a substitute for any GAAP financial measures, including revenue or net income (loss), and, as calculated,

may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. In

addition, backlog should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Therefore, backlog should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance

with GAAP.

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, expectations

regarding monetization of backlog and improvements in financial performance, as well as statements regarding long-term growth prospects.

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, (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.

Company

Contact:

Einav

Brenner, CFO

info@odysight.ai

Investor

Relations Contact:

Miri

Segal

MS-IR

LLC

msegal@ms-ir.com

Tel:

+1-917-607-8654

ODYSIGHT.AI

INC.

INTERIM

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,

December 31,

2026

2025

Unaudited

USD in thousands

Assets

CURRENT ASSETS:

Cash and cash equivalents

21,763

25,677

Restricted cash

333

Accounts receivable

104

278

Unbilled receivables

649

615

Inventory

313

Other current assets

453

549

Total current assets

23,282

27,502

NON-CURRENT ASSETS:

Property and equipment, net

325

346

Operating lease right-of-use assets

639

739

Severance pay asset

299

296

Other non-current assets

Total non-current assets

1,359

1,477

TOTAL ASSETS

24,641

28,979

Liabilities and shareholders’ equity

CURRENT LIABILITIES:

Accounts payable

446

480

Contract liabilities

133

165

Operating lease liabilities - short term

468

511

Accrued compensation expenses

1,518

1,400

Related parties

115

Other current liabilities

331

327

Total current liabilities

2,984

2,998

NON-CURRENT LIABILITIES:

Operating lease liabilities - long term

195

259

Liability for severance pay

299

296

Total non-current liabilities

494

555

TOTAL LIABILITIES

3,478

3,553

SHAREHOLDERS’ EQUITY:

Common stock, $0.001 par value; 300,000,000 shares authorized as of March 31, 2026, and December 31, 2025, 16,773,407 and 16,357,327 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

Additional paid-in capital

89,336

88,418

Accumulated deficit

(68,190 )

(63,009 )

TOTAL SHAREHOLDERS’ EQUITY

21,163

25,426

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

24,641

28,979

ODYSIGHT.AI

INC.

INTERIM

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three months ended

March 31,

2026

2025

Unaudited

USD in thousand

(except per share data)

REVENUES

2,065

COST OF REVENUES

1,527

GROSS PROFIT

538

RESEARCH AND DEVELOPMENT EXPENSES

2,557

2,487

SALES AND MARKETING EXPENSES

962

396

GENERAL AND ADMINISTRATIVE EXPENSES

1,840

2,215

OPERATING LOSS

(5,338 )

(4,560 )

FINANCING INCOME, NET

157

295

NET LOSS

(5,181 )

(4,265 )

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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