Form 8-K
8-K — Odysight.ai Inc.
Accession: 0001493152-26-039574
Filed: 2026-08-21
Period: 2026-08-20
CIK: 0001577445
SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
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)
of
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
of
incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
12
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 ☐
If
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 1.01
Entry into a Material Definitive Agreement.
On
August 20, 2026, Odysight.ai Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Roth Capital Partners, LLC as representative of the underwriters named in Schedule I thereto (the “Representative”),
relating to the offer and sale in a firm commitment underwritten public offering (the “Offering”) of 3,437,500 shares
(the “Firm Shares”) of the Company’s common stock. The Firm Shares will be sold at a public
offering price per share of $3.20. The gross proceeds from the Offering are expected to be $11 million, before deducting underwriting
discounts and commissions and other offering expenses. 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.
In
addition, the Company has granted the Representative a 30-day option to purchase up to an additional 515,625 shares of the Company’s
common stock (the “Option Shares”, and together with the Firm Shares, the “Shares”), representing
15% of the number of the Firm Shares sold in the Offering, at the public offering price per share, less underwriting discounts
and commissions. The Offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions.
The
Shares in the Offering are being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3
(No. 333-293080), which was initially filed with the Securities and Exchange Commission (the “SEC”) on January 30,
2026, and declared effective on February 6, 2026 (the “Shelf Registration Statement”). The Company has
filed a final prospectus supplement (the “Prospectus Supplement”), dated August 21, 2026, relating to the issuance
and sale of the Shares with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The
Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing,
obligations of the parties and termination provisions. The Company has agreed to indemnify the Representative against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments that the Representative may be required to make because
of such liabilities. In addition, the Company and the Company’s directors and executive officers also agreed not to sell or transfer
any common stock without first obtaining the written consent of the Representative, subject to certain exceptions as described in the
Prospectus Supplement, for 45 days after the date of the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Representative
will receive underwriting discounts and commissions of 6.5% of
the gross proceeds received from the sale of the Shares in the Offering. The Company has also agreed to reimburse the Representative
for certain of its expenses, in an amount of up to $75,000, including for road show, diligence, and reasonable legal fees.
A
copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description
of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A
copy of the opinion of Greenberg Traurig P.A. relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit
5.1.
Item 1.02 Termination
of a Material Definitive Agreement
On August 20, 2026, the
Company provided notice terminating the Sales Agreement (the “ATM Agreement”), dated June 5, 2026, between the Company
and Roth Capital Partners, LLC. Accordingly, with the termination of the ATM Agreement, the Company also terminated its “at-the-market”
offering of shares of common stock pursuant to the Company’s prospectus, dated June 5, 2026 (the “ATM Prospectus”),
relating to the at-the-market offering of shares of common stock having an aggregate offering price of up to $20,000,000, filed with
the SEC as part of the Shelf Registration Statement. No sales of common stock were made pursuant to the ATM Agreement or the ATM Prospectus.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
1.1
Underwriting Agreement, dated as of August 20, 2026, by and between Odysight.ai Inc. and the Representative
5.1
Opinion of Greenberg Traurig P.A.
23.1
Consent of Greenberg Traurig P.A. (contained in Exhibit 5.1)
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 21, 2026
By:
/s/
Einav Brenner
Name:
Einav
Brenner
Title:
Chief
Financial Officer
EX-1.1
EX-1.1
Filename: ex1-1.htm · Sequence: 2
Exhibit
1.1
Execution
Version
3,437,500
Shares
ODYSIGHT.AI
INC
Common
Stock, $0.001 par value per share
UNDERWRITING
AGREEMENT
August
20, 2026
ROTH
CAPITAL PARTNERS, LLC
As
Representative of the several
Underwriters
named in Schedule I hereto
c/o
Roth Capital Partners, LLC
888 San Clemente Drive, Suite 400
Newport Beach, California 92660
Ladies
and Gentlemen:
Odysight.ai
Inc., a Nevada corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I
hereto (the “Underwriters”) an aggregate of 3,437,500 shares (the “Firm Shares”)
of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of
3,437,500 shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option
to purchase up to 515,625 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option
Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”)
are herein collectively called the “Securities.”
The
Company hereby confirms its agreement with respect to the sale of the Securities to the several Underwriters, for whom Roth Capital Partners,
LLC is acting as representative (the “Representative” and if there are no Underwriters other than Roth Capital
Partners, LLC, the term Representative as used herein shall have the same meaning as Underwriters).
1. Registration
Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3, as amended (File No. 333-293080), under the Securities Act of 1933, as amended (the “Securities
Act” or “Act”) and the rules and regulations (the “Rules and Regulations”)
of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement.
Such
registration statement, as supplemented from time to time, has been declared effective by the Commission. Such registration statement,
including the amendments prior to the date of this Agreement, exhibits and any schedules thereto, the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof
or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant
to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration
Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called
the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration
Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement.
The
prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein
called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the
Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and
that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary
Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission
a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions
Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as
so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.”
Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.
For
purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus,
any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EDGAR”).
All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,”
“included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the
Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in
this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus
shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by
the Rules and Regulations to be a part thereof.
2.
Representations and Warranties of the Company.
(a)
Representations and Warranties of the Company. Except as otherwise disclosed in the Registration Statement, the Prospectus,
the Time of Sale Disclosure Package (as defined below) or the documents or deemed incorporated by reference therein, the Company represents
and warrants to, and agrees with, the several Underwriters as follows:
(i)
Registration Statement and Prospectuses. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
(or any supplement thereto) has been issued by the Commission and no proceeding for that purpose has been initiated or is pending or,
to the knowledge of the Company, threatened by the Commission. As of the time each part of the Registration Statement (or any post-effective
amendment thereto) became or becomes effective (including each deemed effective date with respect to the Underwriters pursuant to Rule
430B or otherwise under the Securities Act), such part conformed or will conform in all material respects to the applicable requirements
of the Act and the Rules and Regulations. Upon the filing or first use within the meaning of the Rules and Regulations, each Preliminary
Prospectus and the Prospectus (or any supplement to either) conformed or will conform in all material respects to the applicable requirements
of the Act and the Rules and Regulations. The Registration Statement and any post effective amendment thereto has become effective under
the Securities Act within three years of the date hereof. The Company has complied in all material respects with all requests of the
Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement, any
post-effective amendment or any part thereof is in effect and no proceedings for such purpose have been instituted or are pending or,
to the knowledge of the Company, are threatened by the Commission.
(ii)
Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of
the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither
the Registration Statement nor any amendment thereto, at the effective time of each part thereof, contained or contains an untrue statement
of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading. As of the Time of Sale (as defined below), the Time of Sale Disclosure Package did not include an untrue statement of
a material fact nor omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or each Option Closing Date, included
or includes an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties
in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or
any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any amendments or supplements thereto) made in reliance
upon, and in conformity with, written information furnished to the Company by the Representative, or by any Underwriter through the Representative,
specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by
any Underwriter consists of the information described as such in Section 6(e).
“Time
of Sale Disclosure Package” means the Preliminary Prospectus dated August 19, 2026, any free writing prospectus set forth on
Schedule II and the information on Schedule III, all considered together.
Each
reference to a “free writing prospectus” herein means a free writing prospectus as defined in Rule 405 of the Rules
and Regulations.
“Time
of Sale” means 1:30 a.m. (Eastern time) on the date of this Agreement.
(iii)
Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications (as defined below),
other than Testing-the-Waters Communications with the prior consent of the Representative with entities that are qualified institutional
buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under
the Act and (ii) has not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company
reconfirms that the Representative have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company
has not distributed any Written Testing-the-Waters Communications (as defined below) other than those listed on Schedule V hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B under
the Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written
communication within the meaning of Rule 405 under the Act. Any individual Written Testing-the-Waters Communication does not conflict
with the information contained in the Registration Statement or the Time of Sale Disclosure Package, complied in all material respects
with the Act, and when taken together with the Time of Sale Disclosure Package as of the Time of Sale, did not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(iv)
No Other Offering Materials. The Company has not distributed and will not distribute any prospectus or other offering material
in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package
or the Prospectus or other materials permitted by the Act to be distributed by the Company; provided, however, that, except
as set forth on Schedule II, the Company has not made and will not make any offer relating to the Securities that would constitute a
free writing prospectus, except in accordance with the provisions of Section 4(a)(xv) of this Agreement and, except as set forth on Schedule
V, the Company has not made and will not make any communication relating to the Securities that would constitute a Testing-the-Waters
Communication, except in accordance with the provisions of Section 2(a)(iv) of this Agreement.
(v)
Conformity with the Securities Act and Exchange Act. The Registration Statement, the Time of Sale Disclosure Package, the Prospectus,
and the documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or any
amendment or supplement thereto, when such documents were or are filed with the Commission under the Securities Act or the Exchange Act
or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the
requirements of the Securities Act and the Exchange Act, as applicable.
(vi)
Financial Information. The consolidated financial statements of the Company (including the related notes and schedules) included
or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, together with the
related notes and schedules, have been prepared in compliance in all material respects with the applicable requirements of the Securities
Act and the Exchange Act as in effect at the time of filing or as amended or corrected in a subsequent filing and present fairly, in
all material respects, the financial position of the Company as of the dates indicated and the results of its operations and the changes
in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting
principles in the United States (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present
in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.
(vii)
Conformity with EDGAR Filing. The Prospectus delivered to the Underwriters for use in connection with the sale of the Securities
pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing
via EDGAR, except to the extent permitted by Regulation S-T.
(viii)
Organization. The Company is duly organized, validly existing as a corporation and in good standing under the laws of the State
of Nevada. The Company is duly licensed or qualified as a foreign corporation for transaction of business and in good standing under
the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license
or qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its business as described
in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power
or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the assets, business,
operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations
of the Company or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).
(ix)
Subsidiaries. All of the direct and indirect subsidiaries (individually, a “Subsidiary”) of the Company
are set forth on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K filed with the Commission. The Company owns,
directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any “Liens”
(which for purposes of this Agreement shall mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
(x)
No Violation or Default. The Company is not (i) in violation of its charter or by-laws or similar organizational documents; (ii)
in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other similar
agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of
the Company is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator
or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default
that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge,
no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder where such
default would reasonably be expected to have a Material Adverse Effect.
(xi)
No Material Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Time of Sale Disclosure Package and the Prospectus (including any document deemed incorporated by reference therein), there has not
been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation or liability, direct
or contingent (including any off-balance sheet obligations), incurred by the Company which is material to the Company, (iv) any material
change in the capital stock or outstanding long-term indebtedness (other than (A) the grant of additional awards under equity incentive
plans, (B) changes in the number of outstanding Common Stock due to the issuance of shares upon exercise or conversion of securities
exercisable for or convertible into Common Stock described in the Registration Statement, the Time of Sale Disclosure Package or Prospectus,
(C) any repurchase of capital stock of the Company, (D) as a result of the sale of Securities, or (E) other than as publicly reported
or announced), or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company other than
in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement, the Time of Sale Disclosure
Package or Prospectus (including any document deemed incorporated by reference therein).
(xii)
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and
non-assessable and, other than as disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, are
not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding
capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus as of the dates referred
to therein (other than (i) the grant of additional awards under the Company’s stock option plans, (ii) changes in the number of
outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable
for, or convertible into, Common Stock , (iii) as a result of the issuance of Securities, (iv) any repurchases of capital stock of the
Company, or (v) as publicly announced or reported) and such authorized capital stock conforms in all material respects to the description
thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. The description of the securities
of the Company in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus is complete and accurate in all
material respects. The Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any
securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital
stock or other securities, except as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus.
(xiii)
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, assuming the
due authorization, execution and delivery of the Agreement by the Underwriters, is a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, except (i) to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles
and (ii) the indemnification and contribution provisions of Section 6 hereof may be limited by federal or state securities laws and public
policy considered in respect thereof.
(xiv)
Authorization of Securities. The Securities, when issued and delivered pursuant to the terms approved by the board of directors
of the Company or a duly authorized committee thereof, against payment therefor as provided herein, will be duly and validly authorized
and issued and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other
than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Underwriters or a purchaser),
including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be
registered pursuant to Section 12 of the Exchange Act. The Securities, when issued, will conform in all material respects to the description
thereof set forth in or incorporated into the Prospectus.
(xv)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court with jurisdiction
over the Company is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the
Company of the Securities, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as may
be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”)
or the Exchange (including any notices that may be required by the Exchange) in connection with the sale of the Securities by the Underwriters,
(ii) as may be required under the Securities Act or (iii) as have been previously obtained by the Company.
(xvi)
No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities
Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such
Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options
or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s
stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison
pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company
from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act
as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Securities, and (iv) no Person
has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any
other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement
or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of
the Securities as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date
hereof.
(xvii)
Independent Public Accounting Firm. Brightman Almagor Zohar & Co., a firm in the Deloitte global network (the “Accountant”),
whose report on the consolidated financial statements of the Company is filed with the Commission as part of the Company’s most
recent Annual Report on Form 10-K filed with the Commission and incorporated into the Registration Statement, the Time of Sale Disclosure
Package and the Prospectus, are and, during the periods covered by their report, were independent public accountants within the meaning
of the Securities Act and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant
is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
with respect to the Company.
(xviii)
Enforceability of Agreements. All agreements between the Company and third parties filed as exhibits into the Registration Statement,
other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR,
are, assuming the due authorization, execution and delivery of such agreements by the respective counterparties, legal, valid and binding
obligations of the Company, and, to the Company’s knowledge, enforceable in accordance with their respective terms, except to the
extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by
federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(xix)
No Litigation. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, there
are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental
or regulatory investigations, to which the Company is a party or to which any property of the Company is the subject that, individually
or in the aggregate, if determined adversely to the Company would reasonably be expected to have a Material Adverse Effect or materially
and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge, no
such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others;
and (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings which are known
to the Company and that are required under the Securities Act to be described in the Prospectus that are not so described; and (ii) there
are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement
that are not so filed.
(xx)
Consents and Permits. The Company possesses or has obtained, all licenses, certificates, consents, orders, approvals, permits
and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign
governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of
their respective businesses as currently conducted, as described in the Registration Statement, the Time of Sale Disclosure Package and
the Prospectus (the “Permits”), except where the failure to possess, obtain or make the same would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has not received written notice of any proceeding
relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary
course, except where the failure to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
(xxi)
[Reserved].
(xxii)
Intellectual Property. The Company owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks
(both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses
and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)
(collectively, the “Intellectual Property”), necessary for the conduct of its business as conducted as of the
date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has not received any written notice of any
claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject
of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s
knowledge, threatened judicial proceedings or interference proceedings against the Company challenging the Company’s rights in
or to or the validity of the scope of any of the Company’s patents, patent applications or proprietary information.
(xxiii)
[Reserved].
(xxiv)
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s
most recent Annual Report on Form 10-K was filed with the Commission subsequent to such effective date, the Company met the then applicable
requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3.
The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12
calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined
in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that
is not a shell company.
(xxv)
FINRA Matters. The information provided to the Underwriters by the Company and its officers and directors for purposes of the
Underwriters’ compliance with applicable FINRA rules in connection with the offering of the Shares is true, complete, and correct
in all material respects.
(xxvi)
No Material Defaults. The Company has not defaulted on any installment on indebtedness for borrowed money or on any rental on
one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual
Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(xxvii)
Certain Market Activities. Neither the Company nor, to the Company’s knowledge, any of its directors, officers or controlling
persons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected to cause or result
in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Securities.
(xxviii)
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or, to the Company’s knowledge, (ii) directly or
indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person
of a member” (within the meaning set forth in the FINRA Manual).
(xxix)
No Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting
advice in connection with the offering and sale of the Securities.
(xxx)
Taxes. Except for matters that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect, the Company has filed all necessary federal, state, local and foreign income and franchise tax returns and has paid all taxes
required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of
them, except as may be being contested in good faith and by appropriate proceedings. Except for matters that would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company has made adequate charges, accruals and
reserves in the applicable financial statements referred to in the Registration Statement, the Time of Sale Disclosure Package and the
Prospectus in respect of all federal, state, local and foreign income and franchise taxes for all periods as to which the tax liability
of the Company has not been finally determined.
(xxxi)
Title to Real and Personal Property. The Company has good and marketable title in fee simple to all real property and good and
valid title to all personal property owned by it which is material to the business of the Company, in each case free and clear of all
liens, encumbrances and defects except such as are described in the Registration Statement, the Time of Sale Disclosure Package and the
Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made
of such property by the Company or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Any real property leased by the Company is held by it under valid, existing and enforceable leases with such exceptions as are
not material or materially interfere with the use made and proposed to be made of such property by the Company.
(xxxii)
Environmental Laws. The Company (i) is in compliance in all material respects with any and all applicable foreign, federal, state
and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received and is in compliance in all
material respects with all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business
as currently conducted and (iii) has not received notice of any actual or potential liability for the investigation or remediation of
any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with
Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
(xxxiii)
Disclosure Controls. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under
the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to
ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal
financial officer by others within those entities. The Company maintains internal control over financial reporting (as such term is defined
in Rule 13a-15(f) of the Exchange Act) that has been designed by, or under the supervision of, its principal executive and principal
financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP.
(xxxiv)
Sarbanes-Oxley. The Company is not aware of any failure on the part of the Company or any of the Company’s directors or
officers, in their capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act and the applicable rules and
regulations promulgated thereunder in all material respects. Each of the principal executive officer and the principal financial officer
of the Company has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,
forms, statements and other documents required to be filed by it or furnished by it to the Commission during the past 12 months. For
purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have
the meanings given to such terms in the Sarbanes-Oxley Act.
(xxxv)
Finder’s Fees. Except as set forth in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus,
the Company has not incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with
the transactions herein contemplated, except as may otherwise exist with respect to the Underwriters pursuant to this Agreement.
(xxxvi)
Labor Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company, is
threatened which would be reasonably likely to have a Material Adverse Effect.
(xxxvii)
Investment Company Act. The Company is not, and immediately after receipt of payment for the Securities from the Underwriters
pursuant to this Agreement, will not be, required to register as an “investment company” or an entity “controlled”
by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
(xxxviii)
Operations. The operations of the Company are and have been conducted at all times in compliance in all material respects with
applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all jurisdictions to which the Company is subject, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”), except as would not reasonably be expected to have a Material Adverse Effect; and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the
Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(xxxix)
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company,
and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural
finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably
be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including
those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of
Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which
have not been described as required.
(xl)
ERISA. The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”);
no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA)
for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV
of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each
“pension plan” for which the Company would have any liability that is intended to be qualified under Section 401(a) of the
Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the
loss of such qualification.
(xli)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) (a “Forward Looking Statement”) contained in the Registration Statement, the Time
of Sale Disclosure Package and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than
in good faith.
(xlii)
Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company
as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus will violate Regulation T, U or X
of the Board of Governors of the Federal Reserve System.
(xliii)
Insurance. The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably
believes is adequate for the conduct of its business and as is customary for companies in similar size as the Company and which are engaged
in similar businesses in similar industries.
(xliv)
No Improper Practices. (i) Neither the Company, nor to the Company’s knowledge, any of its executive officers has, in the
past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution
in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or
foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character required
to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s
knowledge, any affiliate of the Company, on the one hand, and the directors, officers and stockholders of the Company, that is required
by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship,
direct or indirect, exists between or among the Company, or any affiliate of the Company, on the one hand, and the directors, officers,
stockholders or directors of the Company that is required by the rules of FINRA to be described in the Registration Statement, the Time
of Sale Disclosure Package and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances or material
guarantees of indebtedness by the Company to or for the benefit of any of its officers or directors or any of the members of the families
of any of them; (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person with the intent to
influence unlawfully (A) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business
with the Company or (B) a trade journalist or publication to write or publish favorable information about the Company or any of its products
or services, and, (vi) neither the Company nor, to the Company’s knowledge, any employee or agent of the Company has made any payment
of funds of the Company or received or retained any funds in violation of any law, rule or regulation (including, without limitation,
the Foreign Corrupt Practices Act of 1977, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement, the Time of Sale Disclosure Package or the Prospectus).
(xlv)
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Securities.
(xlvi)
[Reserved].
(xlvii)
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Securities, nor the consummation
of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof will conflict
with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has
resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company
pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or assets
of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches
and defaults that would not reasonably be excepted to result in a Material Adverse Effect; nor will such action result (x) in any violation
of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions of
any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority
or other government body having jurisdiction over the Company, except where such violation would not reasonably be expected to have a
Material Adverse Effect.
(xlviii)
Sanctions. Neither the Company or any director, officer, agent, employee, affiliate or representative of the Company is a government,
individual or entity (in this paragraph, “Person”) that is, or is owned or controlled by a Person that is, currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s
Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”),
nor located, organized or resident in a country or territory that is the subject of Sanctions; provided however, that for the purposes
of this paragraph, no person shall be an affiliate of the Company solely by reason of owning less than a majority of any class of voting
securities of the Company. The Company will not directly or indirectly knowingly use the proceeds of the offering of the Securities hereunder,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for
the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. The Company represents
and covenants that, except as detailed in the Registration Statement or the Prospectus, since April 24, 2019, the Company has not knowingly
engaged in, is not now knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the
time of the dealing or transaction is or was the subject of Sanctions.
(xlix)
Stock Transfer Taxes. On each Closing Date, all stock transfer or other taxes (other than income taxes) which are required to
be paid in connection with the sale and transfer of the Securities to be sold hereunder will be, or will have been, fully paid or provided
for by the Company and all laws imposing such taxes will be or will have been fully complied with.
(l)
[Reserved].
(li)
Statistical and Market-Related Data. The statistical, demographic and market-related data included in the Registration Statement,
the Time of Sale Disclosure Package and Prospectus are based on or derived from sources that the Company believes to be reliable and
accurate in all material respects or represent the Company’s good faith estimates that are made on the basis of data derived from
such sources.
(lii)
Cybersecurity. (i)(x) To the knowledge of Company, there has been no security breach or other compromise of any Company’s
information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees,
suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT
Systems and Data”) and (y) the Company has not been notified of, and have no knowledge of any event or condition that would
reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Company is presently
in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems
and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as
would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has
implemented backup and disaster recovery technology consistent with industry standards and practices.
(liii)
[Reserved].
(liv)
Smaller Reporting Company Status. As of the date hereof, the Company is a “smaller reporting company,” as defined
in Rule 12b-2 of the Exchange Act.
(lv)
Outbound Investment Security Program. Neither the Company nor any of its Subsidiaries is a “covered foreign person”,
as that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its Subsidiaries currently engages, or has plans
to engage, directly or indirectly, in a “covered activity”, as that term is defined in 31 C.F.R. § 850.208 (“Covered
Activity”). The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The
Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power
to direct or cause the direction of the management or policies of any person or persons that, to the Company’s knowledge, engages
or plans to engage in any Covered Activity.
(b)
Effect of Certificates. Any certificate signed by any officer of the Company and delivered to the Representative or to
counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered
thereby.
3.
Purchase, Sale and Delivery of Securities.
(a)
Firm Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms
and conditions herein set forth, the Company agrees to issue and sell the Firm Shares, to the several Underwriters, and each Underwriter
agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter
in Schedule I hereto. The purchase price for each Firm Share shall be $2.992 per share. The obligation of each Underwriter to
the Company shall be to purchase from the Company that number of Firm Shares (to be adjusted by the Representative to avoid fractional
shares) set forth opposite the name of such Underwriter in Schedule I hereto. In making this Agreement, each Underwriter is contracting
severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter
is to purchase only the respective number of Firm Shares specified in Schedule I.
The
Firm Shares will be delivered by the Company to the Representative for the accounts of the several Underwriters against payment of the
purchase price therefor by wire transfer of immediately available day funds payable to the order of the Company, at the offices of Duane
Morris LLP, 22 Vanderbilt, 335 Madison Avenue, 23rd Floor, New York, NY 10017, or such other location as may be mutually acceptable,
at 10:00 a.m. Eastern time on the first (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(a) under the Exchange Act,
after 4:30 p.m. Eastern time, the second) full business day following the date hereof, or at such other time and date as the Representative
and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to
as the “First Closing Date.”
(b)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms
and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the
Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any
time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company
setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time,
as determined by the Representatives, when the Option Shares are to be delivered, any such time and date being herein referred to as
an “Option Closing” and “Option Closing Date,” respectively, provided, however, that
any Option Closing Date shall not be earlier than the First Closing Date, and provided further that an Option Closing Date shall occur
no later than the first business day after the date on which said option shall have been exercised. The number of Option Shares to be
purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters
as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several
Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No
Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.
The
Option Shares will be delivered by the Company, as appropriate, to the Representatives for the accounts of the several Underwriters against
payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Duane
Morris LLP, 22 Vanderbilt, 335 Madison Avenue, 23rd Floor, New York, NY 10017, or such other location as may be mutually acceptable at
10:00 a.m., Eastern time, on each Option Closing Date.
(c)
Delivery. Delivery of the Firm Shares or the Option Shares will be made by credit through full fast transfer to the accounts
at the Depository Trust Company designated by the Representative. The Company shall not be obligated to sell or deliver the Firm Shares,
or the Option Shares, if elected by the Representatives, except upon tender of payment by the Representative for all of the Firm Shares
or the Option Shares.
(d)
Purchase by Representative on Behalf of Underwriters. It is understood that the Representative have been authorized to
accept delivery of and receipt for, and make payment of the purchase price for, the Securities that the Representative have agreed to
purchase. The Representative, individually and not as Representative of the several Underwriters, may (but shall not be obligated to)
make payment to the Company, on behalf of any Underwriters for the Securities to be purchased by such Underwriter whose funds shall not
have been received by the Representative by the Closing Date for the account of the Underwriter, but any such payment by the Representative
shall not relieve any such Underwriter of any of its obligations hereunder. Nothing herein contained shall constitute any of the Underwriters
an unincorporated association or partner with the Company.
4.
Covenants.
(a)
Covenants of the Company. The Company covenants and agrees with the several Underwriters as follows:
(i)
Required Filings. During the period beginning on the date hereof and ending on the later of the final Option Closing Date
or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered (assuming
the absence of Rule 172 under the Securities Act), in connection with sales by an Underwriter or dealer (the “Prospectus
Delivery Period”), prior to amending or supplementing the Registration Statement (including any Rule 462(b) Registration
Statement), the Time of Sale Disclosure Package or the Prospectus, the Company shall furnish to the Representative for review a copy
of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the
Representative or counsel to the Underwriters reasonably object. Subject to this Section 4(a)(i), immediately following execution of
this Agreement, the Company will prepare the Prospectus containing the Rule 430B Information and other selling terms of the Securities,
the plan of distribution thereof and such other information as may be required by the Securities Act or the Rules and Regulations or
as the Representative and the Company may deem appropriate.
(ii)
Notification of Certain Commission Actions. During the Prospectus Delivery Period, the Company shall promptly advise the
Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission,
(B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to
any Preliminary Prospectus, to the Time of Sale Disclosure Package or the Prospectus, (C) of the time and date that any post-effective
amendment to the Registration Statement becomes effective, (D) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of
any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus, or (E) of any proceedings to remove, suspend or terminate
from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated
for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such
stop order at any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such
order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A
and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company
under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule
164(b)).
(iii)
Continued Compliance with Securities Laws. (A) During the Prospectus Delivery Period, the Company will comply with all
the material requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from
time to time in force, and by the Exchange Act so far as necessary to permit the continuance of sales of or dealings in the Securities
as contemplated by the provisions hereof, the Time of Sale Disclosure Package and the Prospectus. If during such period any event occurs
as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure
Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate in the opinion
of the Company or its counsel or the Representative or counsel to the Underwriters to amend the Registration Statement or supplement
the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) to comply
with the Securities Act or to file under the Exchange Act any document which would be deemed to be incorporated by reference in the Prospectus
in order to comply with the Securities Act or the Exchange Act, the Company will promptly (x) notify the Representative of such untrue
statement or omission, (y) amend the Registration Statement or supplement the Prospectus (or, if the Prospectus is not yet available
to prospective purchasers, the Time of Sale Disclosure Package) or file such document (at the expense of the Company) so as to correct
such statement or omission or effect such compliance, and (z) notify the Representative when any amendment to the Registration Statement
is filed or becomes effective or when any supplement to the Prospectus (or, if the Prospectus is not yet available to prospective purchasers,
the Time of Sale Disclosure Package) is filed.
(iv)
Blue Sky Qualifications. The Company shall take or cause to be taken all necessary action to qualify the Securities for
sale under the securities laws of such jurisdictions as the Representative reasonably designate and to continue such qualifications in
effect so long as required for the distribution of the Securities, except that the Company shall not be required in connection therewith
to qualify as a foreign corporation (where not otherwise required) or as a dealer in securities in any jurisdiction in which it is not
so qualified, subject itself to taxation in any jurisdiction where not otherwise required, or to execute a general consent to service
of process in any jurisdiction (where not otherwise required).
(v)
Provision of Documents. The Company will furnish, at its own expense, to the Underwriters and counsel for the Underwriters
copies of the Registration Statement, and to the Underwriters and any dealer each Preliminary Prospectus, the Time of Sale Disclosure
Package, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities
as the Representative may from time to time reasonably request.
(vi)
Rule 158. The Company will make generally available to its security holders as soon as practicable, but in no event later
than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering
a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
(vii)
Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated
or this Agreement is terminated, will pay or cause to be paid (A) all expenses (including transfer taxes allocated to the respective
transferees) incurred in connection with the delivery to the Underwriters of the Securities, (B) all expenses and fees (including, without
limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not including fees
of the Underwriters’ counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration
Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary
Prospectus, the Time of Sale Disclosure Package, the Prospectus and any amendment thereof or supplement thereto, and the printing, delivery,
and shipping of this Agreement and other underwriting documents, including Blue Sky Memoranda (covering the states and other applicable
jurisdictions), (C) all filing fees and fees and the reasonable disbursements of the Underwriters’ counsel incurred in connection
with the qualification of the Securities for offering and sale by the Underwriters or by dealers under the securities or blue sky laws
of the states and other jurisdictions which the Representative shall designate, (D) the fees and expenses of any transfer agent or registrar,
(E) the filing fees and fees and disbursements of Underwriters’ counsel incident to any required review and approval by FINRA of
the terms of the sale of the Securities, (F) listing fees, if any, (G) the cost and expenses of the Company relating to investor presentations
or any “road show” undertaken in connection with marketing of the Securities, including, without limitation, expenses associated
with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel
and lodging expenses of the representatives and officers of the Company and, with the prior approval of the Company, any such consultants,
(H) the reasonable fees and disbursements of counsel to the Underwriters in connection with the transactions contemplated in this Agreement,
and (I) all other reasonable costs and reasonable expenses of the Company incident to the performance of its obligations hereunder that
are not otherwise specifically provided for herein; provided, however, that such costs and expenses provided for in clauses (C), (E)
and (H) shall not exceed $75,000 in the aggregate. Except as provided in this Section 4(vii), the Underwriters shall pay their own expenses,
including the fees and disbursements of their counsel and their travel and lodging expenses.
(viii)
Use of Proceeds. The Company intends to apply the net proceeds from the sale of the Securities to be sold by it hereunder
for the purposes set forth in the Time of Sale Disclosure Package and in the Prospectus.
(ix)
Company Lock Up. The Company will not, without the prior written consent of the Representative, from the date of execution
of this Agreement and continuing to and including the date 45 days after the date of the Prospectus (the “Lock-Up Period”),
(i) offer, pledge, announce the intention to sell, sell, contract to sell, purchase, contract to purchase, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock
or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of
the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise, except (A) to the Underwriters pursuant to this Agreement, (B) the issuance by the Company
of shares of Common Stock upon the exercise of any stock options or warrants, or upon the conversion, or in payment of dividends or interest
on, any shares of preferred stock or convertible notes of the Company, outstanding as of the date hereof and disclosed in the Registration
Statement, the Time of Sale Disclosure Package and the Prospectus; (C) the issuance by the Company of shares of Common Stock or securities
convertible or exercisable into shares of Common Stock pursuant to the Company’s equity incentive plans in effect on the date hereof
and described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (D) the filing of a registration
statement on Form S-8 with respect to the Company’s equity incentive plans in effect on the date hereof and described in the Registration
Statement, the Time of Sale Disclosure Package and the Prospectus; or (E) the sale or issuance of or entry into an agreement providing
for the issuance of shares of Common Stock, or any security convertible into or exercisable for shares of Common Stock, in connection
with the acquisition by the Company of the securities, business or assets of another person or entity or pursuant to an employee benefit
plan assumed by the Company in connection with such acquisition, or in connection with joint ventures, commercial relationships or other
collaborative relationships or strategic transactions; provided, that the aggregate number of shares of Common Stock that the Company
may sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 5% of the total number of shares of Common Stock
issued and outstanding immediately prior to giving effect to such issuance, and provided further, that with respect to this clause (e)
the Company shall cause each recipient of such shares or other securities to execute and deliver to the Representative, on or prior to
such issuance, a Lock-Up Agreement and issue stop order restrictions to its transfer agent and registrar for the Common Stock with respect
to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.
(x)
Stockholder Lock-Ups. The Company has caused to be delivered to the Representative prior to the date of this Agreement
a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each director and executive officer
listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer
agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under
the applicable Lock-Up Agreement.
(xi)
No Market Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action
designed to or which might be reasonably expected to cause or result in, or which has constituted, the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Securities.
(xii)
SEC Reports. During the Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic
and special reports as required by the Rules and Regulations.
(xiii)
Sarbanes-Oxley. To the extent legally required, the Company and each of its Subsidiaries will comply with all provisions
of the Sarbanes-Oxley Act.
(xiv)
Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company being
required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus (which has the meaning
as set forth in Rule 405 under the Securities Act) prepared by or on behalf of such Underwriter that such Underwriter otherwise would
not have been required to file thereunder.
(b)
Covenants of the Underwriters. Each Underwriter severally and not jointly covenants with the Company that it will not take
any action that would cause the Company to be required to file with the Commission, pursuant to Rule 433(d) under the Securities Act,
any free writing prospectus prepared by or on behalf of such Underwriter that would not otherwise be required to be filed by the Company
under Rule 433(d) absent such action by such Underwriter.
5.
Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the
accuracy, as of the date hereof and at each of the First Closing Date and each Option Closing Date (each a “Closing Date”)
(as if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein,
to the performance by the Company of its respective obligations hereunder and to the following additional conditions:
(a)
No Stop Order. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the
Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.
(b)
Absence of Certain Events. For the period from and after the date of this Agreement and through and including the Closing
Date, there shall not have occurred any Material Adverse Effect.
(c)
Opinion of U.S. Company Counsel. On each Closing Date, there shall have been furnished to the Representative, as Representative
of the several Underwriters, the opinion and negative assurance letter of Greenberg Traurig LLP, U.S. counsel for the Company, dated
such Closing Date and addressed to the Representative and in such form and substance as is reasonably satisfactory to the Representative.
(d)
[Reserved].
(e)
Opinion of Underwriters’ Counsel. On each Closing Date, there shall have been furnished to the Representative, as
Representative of the several Underwriters, the opinion and negative assurance letter from Duane Morris LLP, counsel for the several
Underwriters, dated such Closing Date and addressed to the Representative, with respect to the formation of the Company, the validity
of the Securities, the Registration Statement, the Time of Sale Disclosure Package, the Prospectus and other related matters as the Representative
reasonably may request.
(f)
Comfort Letters. On the date hereof, on the effective date of any post-effective amendment to the Registration Statement
filed after the date hereof and on each Closing Date the Representative, as Representative of the several Underwriters, shall have received
accountant’s “comfort” letters of the Accountant, dated such date and addressed to the Representative, in form and
substance reasonably satisfactory to the Representative.
(g)
Officers’ Certificate. On each Closing Date, there shall have been furnished to the Representative, as Representative
of the Underwriters, a certificate, dated such Closing Date and addressed to the Representative, signed by the chief executive officer
and by the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that:
(i)
The representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as
of each Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions
on its part required to be performed or satisfied at or prior to such Closing Date;
(ii)
No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof
or the qualification of the Securities for offering or sale nor suspending or preventing the use of the Time of Sale Disclosure Package
or the Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by
the Commission or any state or regulatory body; and
(iii)
For the period from and after the date of this Agreement and through and including the Closing Date, there shall not have occurred any
Material Adverse Effect.
(h)
Lock-Up Agreement. The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up
Agreements shall remain in full force and effect.
(i)
FINRA No Objections. If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness
of the underwriting terms and arrangements.
(j)
Other Documents. The Company shall have furnished to the Representative and counsel for the Underwriters such additional
documents, certificates and instruments as the Representative or such counsel may have reasonably requested.
(k)
CFO Certificate. If requested by the Representative, on the date of this Agreement and on each Closing Date, as the case
may be, the Company shall have furnished to the Representative a certificate, dated the respective dates of delivery thereof and addressed
to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Time of Sale Disclosure Package
and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory
to the Representative.
All
such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to the Representative and counsel for the Underwriters. The Company will furnish the Representative
with such conformed copies of such opinions, certificates, letters and other documents as the Representative shall reasonably request.
6.
Indemnification and Contribution.
(a)
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors
and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the
Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i)
an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information
and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant
to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any
amendment or supplement thereto, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of
the Rules and Regulations, any roadshow materials, or any Testing-the-Waters Communication or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by
it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out
of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity
with written information furnished to the Company by the Representative, or by any Underwriter, specifically for use in the preparation
thereof.
(b)
Indemnification by the Underwriters. Each Underwriter will, severally and not jointly, indemnify and hold harmless the
Company, its affiliates, directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of
the Act and Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent
of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary
Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer information that
the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters
Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus,
the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, in light of the circumstances under which
they were made), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance on or in conformity with written information furnished to the Company by the Representative,
or by such Underwriter through the Representative, specifically for use in the preparation thereof (it being understood and agreed that
the only information furnished by an Underwriter consists of the information described as such in Section 6(e)), and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending against any
such loss, claim, damage, liability or action as such expenses are incurred.
(c)
Notice and Procedures. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party
under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying
party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such
indemnifying party has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses). In case
any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
that if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to
it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (ii) a conflict
or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified
party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the
defense of such action within a reasonable time after receiving notice of the commencement of the action, the indemnified party shall
have the right to employ a single counsel (in addition to local counsel) to represent it in any claim in respect of which indemnity may
be sought under subsection () or (b) of this Section 6, in which event the reasonable fees and expenses of such separate counsel shall
be borne by the indemnifying party or parties and reimbursed to the indemnified party as incurred. An indemnifying party shall not be
obligated under any settlement agreement relating to any action under this Section 6 to which it has not agreed in writing. In addition,
no indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld,
delayed or conditioned), effect any settlement of any pending or threatened proceeding unless such settlement includes an unconditional
release of such indemnified party for all liability on claims that are the subject matter of such proceeding and does not include a statement
as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.
(d)
Contribution; Limitations on Liability; Non-Exclusive Remedy. If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred
to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’
relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending against any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection
(d), no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such
Underwriter in connection with the Securities underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights
or remedies that might otherwise be available to any indemnified party at law or in equity.
(e)
Information Provided by the Underwriters. For purposes of this Agreement, the Underwriters severally confirm, and the Company
acknowledges, that there is no information concerning the Underwriters furnished in writing to the Company by the Underwriters specifically
for preparation of or inclusion in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus
or any Issuer Free Writing Prospectus, other than the statement set forth in the last paragraph on the cover page of the Prospectus,
the marketing and legal names of the Underwriters, and the statements set forth in the “Underwriting” section of the Registration
Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, and the Final Prospectus, which the Underwriters severally
confirm that such statements are correct.
7.
Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein
or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the several Underwriters, the Company
contained in Section 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf
of any Underwriter or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall
survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement.
8.
Substitution of Underwriters.
(a)
Obligation to Purchase Under Certain Circumstances. If any Underwriter or Underwriters shall fail to take up and pay for
the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance
with the terms hereof, and the amount of Firm Shares not purchased does not aggregate more than 10% of the total amount of Firm Shares
set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective
underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by the Representative) the
Firm Shares that the withdrawing or defaulting Underwriters agreed but failed to purchase.
(b)
Termination Under Certain Circumstances. If any Underwriter or Underwriters shall fail to take up and pay for the amount
of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with
the terms hereof, and the amount of Firm Shares not purchased aggregates more than 10% of the total amount of Firm Shares set forth in
Schedule I hereto, and arrangements satisfactory to the Representative for the purchase of such Firm Shares by other persons are not
made within 36 hours thereafter, this Agreement shall terminate without liability of any party to any other party. In the event of any
such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(vii)
and Section 6 hereof) nor shall any Underwriter (other than the defaulting Underwriter) be under any liability to the Company (except
to the extent provided in Section 6 hereof).
(c)
Postponement of Closing. If Firm Shares to which a default relates are to be purchased by the non-defaulting Underwriters
or by any other party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more
than seven business days in order that the necessary changes in the Registration Statement, in the Time of Sale Disclosure Package, in
the Prospectus or in any other documents, as well as any other arrangements, may be effected. As used herein, the term “Underwriter”
includes any person substituted for an Underwriter under this Section 8.
(d)
No Relief from Liability. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability,
if any, in respect of such default.
9.
Termination of this Agreement.
(a)
Right to Terminate. The Representative, as Representative of the several Underwriters, shall have the right to terminate
this Agreement by giving notice as hereinafter specified at any time prior to the First Closing Date, and the option referred to in Section
3(b), if exercised, may be cancelled at any time prior to such Option Closing Date, if (i) there has been, in the judgment of the Representative,
since the time of execution of this Agreement or since the respective date as of which information is given in the Registration Statement,
the Time of Sale Disclosure Package or the Prospectus, any Material Adverse Effect, which in the Representative’s reasonable judgment
would make it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities (ii) trading of
the Company’s Common Stock on the Nasdaq Stock Market or New York Stock Exchange shall have been wholly suspended, (iii) minimum
or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Company’s
Common Stock on Nasdaq Stock Market or New York Stock Exchange, by such exchange or by order of the Commission or any other governmental
authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, or (v) there shall
have occurred any outbreak or escalation of hostilities or act of terrorism involving the United States or development involving a prospective
substantial change in the financial markets in the United States or any calamity or crisis that, in the Representative’ judgment,
is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(g) and Section
6 hereof shall at all times be effective.
(b)
Notice of Termination. If the Representative elect to terminate this Agreement as provided in this Section, the Company
shall be notified promptly by the Representative by telephone, confirmed by letter.
10.
Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters,
shall be mailed via overnight delivery service or hand delivered via courier to the Representative at c/o Roth Capital Partners, LLC,
888 San Clemente Drive, Suite 400, Newport Beach, California 92660, Attention: Equity Capital Markets, Email: rothecm@roth.com, with
a copy to Duane Morris LLP, 22 Vanderbilt, 335 Madison Avenue, 23rd Floor, New York, NY 10017, Attention: Dean M. Colucci; if to the
Company, shall be mailed or delivered to it at, 12 Abba Hillel Silver Rd, Sasson Hugi Tower, Ramat Gan, Israel 5250606, Attention: Yehu
Ofer, Chief Executive Officer, Email: yehu.ofer@odysight.ai, with a copy (which shall not constitute notice) to Greenberg Traurig LLP,
One Vanderbilt Avenue, New York, New York 10017, Attention: Gary Emmanuel, Esq.sEmail: Gary.Emmanuel@gtlaw.com. Any party to this Agreement
may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
11.
Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 6. Nothing
in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or
claim under or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein
used shall not include any purchaser, as such purchaser, of any of the Securities from any of the several Underwriters.
12.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Representative have been retained
solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between
the Company and the Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether the Representative have advised or are advising the Company on other matters; (b) the price and other terms of the Securities
set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representative
and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated by this Agreement; (c) it has been advised that the Representative and their respective affiliates are engaged in a broad
range of transactions which may involve interests that differ from those of the Company and that the Representative have no obligation
to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has
been advised that the Representative are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit
of the Representative and the other Underwriters, and not on behalf of the Company.
13.
Recognition of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the
same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c)
As used in this section:
“BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k);
“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b);
“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable; and
“U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
14.
Governing Law; Waiver of Jury Trial. This Agreement and any transaction contemplated by this Agreement and any claim, controversy
or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York.
The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of
the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
15.
Submission to Jurisdiction, Etc. Each party hereby submits to the exclusive jurisdiction of the U.S. federal and New York
state courts sitting in the Borough of Manhattan, City of New York, in any suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue
of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to
plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient
forum.
16.
Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart,
the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same
instrument. Counterparts may be delivered via facsimile or electronic mail (including, without limitation, “pdf”, “tif”
or “jpg”) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.
17.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all
prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)
may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the
convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
[Signature
Page Follows]
Please
sign and return to the Company the enclosed duplicates of this Agreement whereupon this Agreement will become a binding agreement between
the Company and the several Underwriters in accordance with its terms.
Very truly yours,
ODYSIGHT.AI INC
By
/s/ Yehu Ofer
Name:
Yehu Ofer
Title:
Chief Executive Officer
Acting
individually and as Representative of the several Underwriters named in the attached Schedule I.
ROTH CAPITAL PARTNERS, LLC
By
/s/ Aaron M. Gurewitz
Name:
Aaron M. Gurewitz
Title:
Co-Chief Executive & Head of Investment Banking
[Signature
Page to Underwriting Agreement]
SCHEDULE
I
Underwriter
Number
of Firm Shares (1)
Roth
Capital Partners, LLC
3,437,500
Total
3,437,500
(1)
The Underwriters may purchase up to an additional 515,625 Option Shares, to the extent the option described in Section 3(b) of the Agreement
is exercised, in the proportions and in the manner described in the Agreement.
SCHEDULE
II
Certain
Permitted Free Writing Prospectuses
None.
SCHEDULE
III
Pricing
Information
Firm
Shares offered: 3,437,500
Option
Shares offered: 515,625
Public
offering price per share: $3.20
SCHEDULE
IV
Lock-Up
Parties
Yehu
Ofer
Einav
Brenner
Eilam
Sagi
Ronen
Tanami
Prof.
Benad Goldwasser
Jackson
Schneider
Ronit
Rubin
Moshe
(Mori) Arkin
Inbal
Kreiss
Zeev
Vurembrand
Nir
Nimrodi
Dr.
Carlo Papa
SCHEDULE
V
Written
Testing-the-Waters Communications
None.
EXHIBIT
A
FORM
OF LOCK-UP AGREEMENT
,
2026
Roth
Capital Partners, LLC
As
representative of the several underwriters
c/o
Roth Capital Partners, LLC
888
San Clemente Drive, Suite 400
Newport
Beach, California 92660
Re:
Odysight.ai Inc.
Ladies
and Gentlemen:
The
undersigned, an officer and/or a director of Odysight.ai Inc., a Nevada corporation (the “Company”), understands that Roth
Capital Partners, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”)
with the Company relating to the proposed offering (the “Offering”) of shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”). The undersigned acknowledges that the Representative is relying on the representations
and agreements of the undersigned contained in this lock-up agreement in conducting the Offering and, at a subsequent date, in entering
into the Underwriting Agreement with the Company with respect to the Offering.
In
recognition of the benefit that the Offering will confer upon the undersigned as an officer and/or a director of the Company, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during
the period beginning on the date hereof and ending on the date that is 45 days from the date of the Underwriting Agreement (the “Lock-Up
Period”), the undersigned will not (and will cause any immediate family member not to), without the prior written consent of the
Representative, which may withhold its consent in its sole discretion, directly or indirectly, (i) sell, offer to sell, contract to sell
or lend, effect any short sale or establish or increase a Put Equivalent Position (as defined in Rule 16a-1(h) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) or liquidate or decrease any Call Equivalent Position (as defined in Rule 16a-1(b)
under the Exchange Act), pledge, hypothecate or grant any security interest in, or in any other way transfer or dispose of, any Common
Stock or any securities convertible into or exchangeable or exercisable for Common Stock, in each case whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively,
the “Lock-Up Securities”), (ii) make any demand for, or exercise any right with respect to the registration of any of the
Lock-Up Securities, or the filing of any registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto)
in connection therewith, under the Securities Act of 1933, as amended, (iii) enter into any swap, hedge or any other agreement or any
transaction that transfers, in whole or in part, the economic consequence of ownership of the Lock-Up Securities, whether any such swap
or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (iv) publicly announce the
intention to do any of the foregoing.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer any of the undersigned’s Lock-Up Securities pursuant
to clauses (i) through (vi) below without the prior written consent of the Representative, provided that, (1) in the case of clauses
(i) through (v) below, the Representative receives a signed lock-up agreement, substantially in the form of this lock-up agreement, for
the balance of the Lock-Up Period from each donee, trustee, distributee or transferee, as the case may be, (2) in the case of clauses
(i) though (v) below, any such transfer shall not involve a disposition for value, and (3) the undersigned does not otherwise voluntarily
effect any public filing or report regarding such transfers:
(i)
as a bona fide gift or gifts;
(ii)
to any trust for the direct or indirect benefit of the undersigned or the immediate family (defined below) of the undersigned;
(iii)
to any permitted transferee (defined below);
(iv)
pursuant to a qualified domestic order or in connection with a settlement related to the distribution of assets in connection with the
dissolution of marriage or civil union;
(v)
by trust, will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the
immediate family of the undersigned;
(vi)
pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s
stockholders involving a change of control of the Company; provided that in the event that such tender offer, merger, consolidation or
other such transaction is not completed, the Lock-Up Securities held by the undersigned shall remain subject to the provisions of this
lock-up agreement;
The
undersigned further agrees that the foregoing provisions shall be equally applicable to any Common Stock the undersigned may purchase
or otherwise receive in the Offering.
Furthermore,
notwithstanding the restrictions imposed by this lock-up agreement, the undersigned may, without the prior written consent of the Representative:
(a) exercise an option to purchase shares of Common Stock granted under any stock incentive plan of the Company, which plan is described
in the prospectus supplement related to the Offering, provided that the underlying shares of Common Stock shall continue to be subject
to the restrictions on transfer set forth in this lock-up agreement and if the undersigned is required to file a report under Section
16 of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned
shall clearly indicate in the footnotes thereto the nature and conditions of such exercise or transfer and no other filing or public
announcement shall be made voluntarily during the Lock-Up Period in connection with such exercise or transfer (it being understood that
the Company may withhold shares issuable upon such exercise, or the undersigned may transfer shares held by it to the Company, in satisfaction
of the exercise price and tax withholding obligations of the undersigned in connection with such exercise); (b) establish a trading plan
pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) for the transfer of shares of Common Stock, provided that,
such plan does not provide for any transfers of Common Stock, and no filing with the SEC or other public announcement shall be required
or voluntarily made by the undersigned or any other person in connection therewith, in each case during the Lock-Up Period; (c) transfer
or dispose of shares of Common Stock pursuant to a 10b5-1 Plan that was in effect prior to the date hereof; provided that, if required,
any filing with the SEC or other public announcement, shall clearly indicate in the footnotes thereto that the transfer or disposition
was made pursuant to a 10b5-1 Plan; (d) transfer or dispose of shares of Common Stock purchased in the Offering or on the open market
following the Offering, provided that no filing under the Exchange Act reporting a reduction in beneficial ownership of shares of Common
Stock shall be voluntarily made during the Lock-Up Period; or (e) sell Lock-Up Securities for tax withholding purposes in connection
with the vesting of equity awards that are subject to a taxable event upon vesting of the Company’s securities, it being understood
that all remaining unsold shares of Common Stock received upon such vesting or transfer will remain subject to the restrictions of this
lock-up agreement during the Lock-Up Period, and provided that if the undersigned is required to file a report under the Exchange Act
reporting a reduction in beneficial ownership of the undersigned’s Common Stock during the Lock-Up Period related to such disposition,
the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of tax withholding
obligations of the undersigned in connection with such vesting event and no other filing or public announcement shall be made voluntarily
during the Lock-Up Period in connection with such vesting or transfer.
The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
With
respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the
offer and sale of any shares of Common Stock and/or any options or warrants or other rights to acquire Common Stock or any securities
exchangeable or exercisable for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or
exercisable for or convertible into Common Stock, owned either of record or beneficially by the undersigned, including any rights to
receive notice of the Offering.
The
undersigned confirms that the undersigned has not, and has no knowledge that any immediate family member has, directly or indirectly,
taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price
of any security of the Company to facilitate the sale of the Common Stock. The undersigned will not take, directly or indirectly, any
such action.
As
used herein, “permitted transferee” shall mean (a) the members of the undersigned’s immediate family (for purposes
of this lock-up agreement, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted
and step-children) and his or her spouse, father, mother, the siblings of such person and his or her spouse, or any other person with
whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin), (b) any corporation, partnership,
limited liability company or other business entity, all of the equity interests of which are held by the undersigned and/or members of
the undersigned’s immediate family, (c) if the undersigned is a corporation, limited liability company, partnership or other entity,
any partner, shareholder, member or holder of similar equity interests of the undersigned, in each case by way of (i) a distribution
upon the liquidation and dissolution of the undersigned or (ii) a distribution to limited partners, limited liability company members
or stockholders of the undersigned, (d) if the undersigned is a trust, the beneficiary of such trust, or (e) any affiliate of the undersigned.
The
undersigned represents and warrants that the undersigned has full power, capacity and authority to enter into this lock-up agreement.
This lock-up agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and
assigns of the undersigned.
This
lock-up agreement shall be governed by and construed in accordance with the laws of the State of New York.
This
lock-up agreement shall automatically terminate, and the undersigned shall be released from its obligations hereunder, upon the earliest
to occur, if any, of (i) the Company advising the Representative in writing, prior to the execution of the Underwriting Agreement, that
it has determined not to proceed with the Offering, (ii) the executed Underwriting Agreement being terminated prior to the closing of
the Offering (other than the provisions thereof that survive termination), and (iii) August 27, 2026, in the event that the Underwriting
Agreement has not been executed by such date.
[Signature
Page Follows]
Very
truly yours,
Name
of Securityholder/Director/Officer (Print exact name)
By:
Signature
If
not signing in an individual capacity:
Name
of Authorized Signatory (Print)
Title
of Authorized Signatory (Print)
(indicate
capacity of person signing if signing as custodian, trustee or on behalf of an entity)
EX-5.1
EX-5.1
Filename: ex5-1.htm · Sequence: 3
Exhibit
5.1
August
21, 2026
Odysight.ai
Inc.
12
Abba Hillel Silver RD
Sasson
Hugi Tower
Ramat
Gan, Israel
Re:
Prospectus Supplement to Registration Statement on Form S-3
Ladies
and Gentlemen:
We
have acted as counsel to Odysight.ai Inc., a Nevada corporation (the “Company”), in connection with the offer
and sale by the Company (the “Offering”) of 3,953,125 shares (the “Shares”)
of common stock, par value $0.001 per share, of the Company, pursuant to an Underwriting Agreement, dated as of August 20, 2026, by and
between the Company and Roth Capital Partners, LLC acting as representative of the underwriters named in Schedule I thereto (the “Underwriting
Agreement”). The Shares include an over-allotment option granted to the underwriters of the Offering to purchase 515,625
Shares.
The
Shares are being offered and sold by the Company pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-293080)
which was initially filed with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”) on January 30, 2026, and declared effective on February 6, 2026
(as amended from time to time, the “Registration Statement”), the base prospectus included in the Registration
Statement (the “Prospectus”) and the prospectus supplement related to the Offering, and filed with the Commission
under Rule 424(b) of the Securities Act on August 21, 2026 (the “Prospectus Supplement”). This opinion
is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is
expressed herein as to any matter pertaining to the contents of the Registration Statement, the Prospectus and the Prospectus Supplement,
other than as expressly stated herein with respect to the issuance of the Shares.
In
rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated
Articles of Incorporation, and Amended and Restated Bylaws of the Company, each as amended to date, (ii) certain resolutions of the Board
of Directors of the Company related to the Offering, the authorization and issuance of the Shares and related matters, (iii) the Registration
Statement, the Prospectus and the Prospectus Supplement, (iv) the Underwriting Agreement, and (v) such other records, documents and instruments
as we have deemed relevant and necessary for purposes of the opinion stated herein. In making the foregoing examination we have assumed
the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the
originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established,
we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company
or governmental officials.
We
express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Nevada and
the federal laws of the United States of America.
Based
upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Shares are duly authorized for issuance by the
Company and, when issued and paid for in the manner contemplated by the Underwriting Agreement and as described in the Prospectus
Supplement, will be validly issued, fully paid and non-assessable.
This
opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely
upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to your filing this opinion as an exhibit to the
Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement
and to the reference to our firm in the Prospectus Supplement under the heading “Legal Matters.” In rendering this opinion
and giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very
truly yours,
/s/
Greenberg Traurig, P.A.
GREENBERG
TRAURIG, P.A.
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v3.26.1
Cover
Aug. 20, 2026
Cover [Abstract]
Document Type
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false
Document Period End Date
Aug. 20, 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
NV
Entity Address, Address Line One
12
Abba Hillel Silver RD
Entity Address, Address Line Two
Sasson Hugi Tower
Entity Address, City or Town
Ramat
Gan
Entity Address, Country
IL
Entity Address, Postal Zip Code
5250606
City Area Code
+972
Local Phone Number
73 370-4690
Written Communications
false
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false
Pre-commencement Tender Offer
false
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Title of 12(b) Security
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Trading Symbol
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-Number 230
-Section 425
+ Details
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