Form 8-K

8-K — Odysight.ai Inc.

Accession: 0001493152-26-037619

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001577445

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d)

The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 13, 2026

ODYSIGHT.AI

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-42497

47-4257143

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

Abba Hillel Silver RD, Sasson Hugi Tower

Ramat Gan,Israel

5250606

(Address

of principal executive offices)

(Zip

Code)

+972

73 370-4690

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencements

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

ODYS

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

August 13, 2026, Odysight.ai, Inc. (the “Company”) issued a press release announcing financial results for the first half

of 2026 and providing a business update. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated

herein by reference.

The

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

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

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

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

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Number

Description

99.1

Press release dated August 13, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ODYSIGHT.AI

INC.

Date:

August 13, 2026

By:

/s/

Einav Brenner

Name:

Einav

Brenner

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Odysight.ai

Reports Financial Results for the First Half of 2026 and Provides Business Update

Ramat

Gan, Israel, August 13, 2026 – Odysight.ai Inc. (NASDAQ/TASE: ODYS), a leader in AI-powered visual sensing and predictive maintenance

(PdM) solutions for the aerospace, defense, and industrial markets, today announces its financial results for the first half of 2026,

and provides a business update.

Key

Highlights

● Following

the recently announced agreements, Backlog1 of $16.45 million as

of the date of this release, up from $14.1 million as of June 30, 2026.

● Cash

balance2 of approximately $17.6 million as of June 30, 2026, no debt.

● Received

first purchase order from Boeing to showcase its AI-powered PdM solution at two Boeing sites

(August 2026). The purchase order marks the start of a direct OEM relationship, creating

a potential pathway to a broader integration across Boeing’s rotorcraft and its defense

portfolio at large. Revenue under the Boeing purchase order is expected to be recognized

as program milestones are delivered, with the majority anticipated within the next twelve

months.

● Received

purchase order from Elbit Systems on behalf of the Israeli Ministry of Defense for deployment

of our solution. The purchase order expands Odysight.ai’s

operational portfolio and may lead to wide deployment across the Israeli Defense Forces upon

successful completion.

● Received

purchase order from Honeywell Aerospace APU Division for a proof-of-concept (PoC) collaboration

to evaluate Odysight.ai’s solution across its Auxiliary Power Units (APU) portfolio.

Initial work will focus on the APU air intake, a high-exposure area, with a potential

path, subject to successful results, to expand across the broader APU assembly.

● Announced

successful first U.S. test flights on a UH-60 Black Hawk helicopter in partnership with XP

Services, advancing domestic certification and commercialization pathways within the

U.S. defense industry.

● Signed

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

Aircraft Division Lakehurst (NAWCAD), part of the U.S. Navy. Focusing initially on carrier

arresting cables, the project is set to be delivered in the coming months. Once completed,

it has the potential for expansion into global land-based arresting cables, fixed

and rotary wing aircraft, ground vehicles, and additional platforms.

Yehu

Ofer, Chief Executive Officer of Odysight.ai commented:

“The

first half of 2026 was defined by the high caliber of the customers choosing to work with us. Receiving our first direct purchase

order from Boeing is a significant commercial milestone in the Company’s history. It moves us from supplying national air forces

to working directly with the OEM that builds and supports the platforms themselves, at Boeing’s own sites and on Boeing’s

own equipment. We believe this order could serve as the foundation for a broader relationship across Boeing’s rotorcraft, commercial,

and defense portfolios, with potential pathways into U.S. Department of War programs and manufacturing applications. Together with

the proof-of-concept order from Honeywell Aerospace for its APU portfolio, we are now engaged with two of the largest names in aerospace.

Alongside

these OEM relationships, we continued to build our position with end users. We completed the first U.S. test flights of our system

on a UH-60 Black Hawk with XP Services, signed a CRADA with the U.S. Navy’s NAWCAD covering carrier arresting cables, and

received a further purchase order from Elbit Systems on behalf of the Israeli Ministry of Defense. Each of these programs is

structured to lead to potentially wider deployment on successful completion, and together they give us multiple routes into the U.S.

and Israeli defense markets.”

Einav

Brenner, Chief Financial Officer of Odysight.ai added:

“Revenues

for the first half of 2026 were $0.5 million. Backlog increased from $14.1 million as of June 30, 2026 to $16.45 million. Our first half

revenues reflected the timing of order execution rather than the level of demand and, as stated in our earnings release for the first

quarter of 2026, we expect revenues to be weighted towards the second half of the year as existing orders convert into

deliveries based on current delivery schedules and customer timelines.

ended the first half of 2026 with approximately $17.6 million in cash and no debt. Operating expenses during this period were broadly

flat against last year and net loss for the period was $9.5 million. We began implementing efficiency steps during the first quarter

of 2026 and these measures helped mitigate the negative effect of changes in the USD/NIS exchange rate.

continue to invest in our U.S. and European commercial activities and deliveries, and remain focused on managing our cost base with discipline

while funding the programs that we believe will drive the business over the medium term.”

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

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

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

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

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

2 Including cash, cash equivalents, short-term deposit and restricted cash.

Financial

highlights for the six months ended June 30, 2026.

Revenues

were $0.5 million, compared to approximately $2.4 million for the six months ended June 30, 2025.

The

decrease in revenues was primarily attributable to $1.86 million first quarter 2025 revenues from a Fortune 500 medical company customer.

This decrease included the full derecognition of a $1.690 million contract liability that had been recognized during the first quarter

of 2025.

Backlog1

was $14.1 million as of June 30, 2026, and approximately $16.45 million as of the date of this release.

Cost

of Revenues was $0.3 million for the six months ended June 30, 2026, compared to $1.8 million for the six months ended June 30,

2025. The decrease in cost of revenues is consistent with the decrease in revenues and primarily attributable to the same factors.

Gross

Profit was $0.2 million for the six months ended June 30, 2026, compared to gross profit of $0.7 million for the six months ended

June 30, 2025.

Operating

expenses were approximately $10.0 million for the six months ended June 30, 2026, compared to approximately $9.7 million for

the six months ended June 30, 2025.

The

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

activities, including efforts to penetrate new markets and verticals and increase product visibility, and the effect of

changes in the USD/NIS exchange rate, partially offset by expenses related to our fundraising and uplisting to Nasdaq,

which occurred during the first quarter of 2025, and a decrease in stock-based compensation.

Net

loss was approximately $9.5 million for the six months ended June 30, 2026, compared to approximately $8.3 million for the six

months ended June 30, 2025.

Cash

Balance2 as of June 30, 2026 was approximately $17.6 million.

About

Odysight.ai

Odysight.ai,

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

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

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

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

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

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

real-time monitoring.

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

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

Backlog

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

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

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

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

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

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

with GAAP.

Forward-Looking

Statements

Information

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

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

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

to, expectations regarding monetization and revenue recognition of backlog and improvements in financial performance, as well as

statements regarding long-term growth prospects. In some cases, you can identify forward-looking statements by terminology such as

“may,” “should,” “expects,” “plans,” “anticipates,”

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

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

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

results to differ materially from those expressed in or suggested by the forward- looking statements. Factors that may affect our

results, performance, circumstances or achievements include, but are not limited to the following: (i) our ability to scale up our

operations, including market acceptance and large-scale adoption of our vision-based sensor products, (ii) the amount and timing of

future sales and our long and unpredictable sales cycles, (iii) our ability to maintain product quality and performance at an

acceptable cost and meet technical and quality specifications, (iv) our ability to accurately estimate the future supply and demand

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

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

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

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

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

personnel, including key members of our senior management, (ix) our estimates regarding expenses, backlog, future revenue, capital

requirements and need for additional financing, (x) our dependence on third parties, including suppliers and strategic partners,

(xi) our dependence on a limited number of customers for a substantial portion of our revenues, and the impact if order volumes from

existing or anticipated customers do not meet expectations (xii) our financial performance and history of operating losses, (xiii)

the growth of regulatory requirements and incentives, (xiv) the incorporation of artificial intelligence, or AI, and machine

learning, or ML, into our products, (xv) risks related to product liability claims or product recalls, (xvi) cybersecurity risks and

potential data security breaches, (xvii) the overall global economic environment and trade tensions, including the adoption or

expansion of economic sanctions, tariffs or trade restrictions, (xviii) challenges and risks related to sales to government entities

and highly regulated organizations, (xix) the impact of competition and new technologies, (xx) limitations and exclusivity

provisions in our customer agreements and restrictions on the use of intellectual property, (xxi) our ability to ensure that our

solutions interoperate with a variety of hardware and software platforms, (xxii) our plans to continue to invest in research and

develop technology for new products, (xxiii) our plans to potentially acquire complementary businesses, (xxiv) the impact of future

pandemics on our business and on the business of our customers, (xxv) fluctuations in foreign currency exchange rates, (xxvi)

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

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

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

listing on the Tel Aviv Stock Exchange, or the TASE, including price volatility, liquidity and regulatory requirements. These and

other important factors discussed in Odysight.ai’s Annual Report on Form 10-K filed with the Securities and Exchange

Commission (“SEC”) on March 19, 2026, and our other reports filed with the SEC, could cause actual results to differ

materially from those indicated by the forward-looking statements made in this press release. Except as required under applicable

securities legislation, Odysight.ai undertakes no obligation to publicly update or revise forward-looking information.

Company

Contact:

Einav

Brenner, CFO

info@odysight.ai

Investor

Relations Contact:

Miri

Segal

MS-IR

LLC

msegal@ms-ir.com

Tel:

+1-917-607-8654

ODYSIGHT.AI

INC.

INTERIM

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,

December 31,

2026

2025

Unaudited

USD in thousands

Assets

CURRENT ASSETS:

Cash and cash equivalents

17,220

25,677

Restricted cash

333

Short-term deposit

333

Accounts receivable

677

278

Unbilled receivables

682

615

Inventory

244

Other current assets

754

549

Total current assets

19,910

27,502

NON-CURRENT ASSETS:

Property and equipment, net

249

346

Operating lease right-of-use assets

806

739

Severance pay asset

318

296

Other non-current assets

Total non-current assets

1,469

1,477

TOTAL ASSETS

21,379

28,979

Liabilities and shareholders’ equity

CURRENT LIABILITIES:

Accounts payable

448

480

Contract liabilities

342

165

Operating lease liabilities - short term

588

511

Accrued compensation expenses

1,586

1,400

Related parties

113

115

Other current liabilities

346

327

Total current liabilities

3,423

2,998

NON-CURRENT LIABILITIES:

Operating lease liabilities - long term

246

259

Liability for severance pay

318

296

Total non-current liabilities

564

555

TOTAL LIABILITIES

3,987

3,553

SHAREHOLDERS’ EQUITY:

Common stock, $0.001 par value; 300,000,000 shares authorized as of June 30, 2026 and December 31, 2025, 16,806,905 and 16,357,327 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

89,889

88,418

Accumulated deficit

(72,449 )

(63,009 )

TOTAL SHAREHOLDERS’ EQUITY

17,392

25,426

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

21,379

28,979

ODYSIGHT.AI

INC.

INTERIM

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Six months ended June 30,

Three months ended June 30,

2026

2025

2026

2025

Unaudited

USD in thousands

REVENUES

502

2,427

420

362

COST OF REVENUES

322

1,756

261

229

GROSS PROFIT

180

671

159

133

RESEARCH AND DEVELOPMENT EXPENSES

4,797

4,843

2,240

2,356

SALES AND MARKETING EXPENSES

1,883

1,024

921

628

GENERAL AND ADMINISTRATIVE EXPENSES

3,369

3,802

1,529

1,587

OPERATING LOSS

(9,869 )

(8,998 )

(4,531 )

(4,438 )

FINANCING INCOME, NET

364

658

207

363

NET LOSS AND COMPREHENSIVE LOSS

(9,505 )

(8,340 )

(4,324 )

(4,075 )

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

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

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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