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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): May 9, 2024
ODYSIGHT.AI
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-188920 |
|
47-4257143 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Suite
7A, Industrial Park
P.O.
Box 3030, Omer, Israel
12
Abba Hillel Silve Rd, Sasson Hugi Tower
Ramat
Gan, Israel 5250606 |
|
8496500 |
| (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 |
| Not
Applicable |
|
Not
Applicable |
|
Not
Applicable |
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
8.01 Other Events.
On
May 9, 2024, Odysight.ai, Inc. (the “Company”) issued a press release announcing the receipt of a purchase order from Tel
Aviv University and the Israeli Ministry of Defense for a bespoke system based on its proprietary visual sensors. 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 with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1)
is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained
herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ODYSIGHT.AI
INC. |
| |
|
|
| Date:
May 9, 2024 |
By: |
/s/
Einav Brenner |
| |
Name: |
Einav
Brenner |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Odysight.ai
Receives a Purchase Order from Tel Aviv University and the Israel Ministry of Defense for a Bespoke System Based on Its Proprietary Visual
Sensors
OMER,
Israel, May 9, 2024 – Odysight.ai Inc. (OTCQB: ODYS), a leading provider of visual based predictive maintenance (PdM) and condition-based
monitoring (CBM) solutions, is pleased to announce the receipt of a purchase order from Tel Aviv University for a research and development
project of the Israeli Ministry of Defense for a bespoke system based on its proprietary visual sensors. Odysight believes the purchase
order showcases the wide variety of applications for its visual know-how and proven expertise.
Odysight.ai’s
unique system provides a state-of-the-art solution, using advanced visual and processing capabilities, minimizing weight and size to
meet challenging operating requirements. Odysight.ai’s unique technological capabilities and flexibility allow the rapid development
of solutions to critical client needs and showcase the capabilities and importance of its products to the most demanding of customers.
Yehu
Ofer, Chief Executive Officer of Odysight.ai, commented on this important milestone, stating, “This important purchase order demonstrates
the value we deliver to our customers and the potential for continued growth. We are delivering unique products, meeting stringent and
demanding customer requirements, building on our proprietary IP, advanced research and first-class team. Our products provide our clients
with previously unavailable visual information and intelligence.”
About
Odysight.ai
Odysight.ai
is pioneering the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform. 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 which are inaccessible under normal operation, or where the operating
ambience is not suitable for continuous real-time monitoring. For more information, please visit: https://www.odysight.ai or follow
us on Twitter, LinkedIn and YouTube.
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, beliefs about
the importance of the purchase order from the Tel Aviv University and Israeli Ministry of Defense and statements about future growth.
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) market acceptance
of our existing and new products, including those that utilize our micro Odysight.ai technology or offer Predictive Maintenance and Condition
Based Monitoring applications, (ii) lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the
sale of our products, (iv) intense competition in the medical device and related industries from much larger, multinational companies,
(v) product liability claims, product malfunctions and the functionality of Odysight.ai’s solutions under all environmental conditions,
(vi) our limited manufacturing capabilities and reliance on third-parties for assistance, (vii) an inability to establish sales, marketing
and distribution capabilities to commercialize our products, (viii) an inability to attract and retain qualified personnel, (ix) our
efforts obtain and maintain intellectual property protection covering our products, which may not be successful, (x) our reliance on
a single customer that accounts for a substantial portion of our revenues, (xi) our reliance on single suppliers for certain product
components, including for miniature video sensors which are suitable for our Complementary Metal Oxide Semiconductor technology products,
(xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising
may be costly, dilutive or difficult to obtain, (xiii) the impact of computer system failures, cyberattacks or deficiencies in our cybersecurity,
(xiv) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations,
logistical, global supply chain and communications challenges, burdens and costs of compliance with foreign laws and political and economic
instability in each jurisdiction and (xv) political, economic and military instability in Israel, including the impact on our operations
of the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them. 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 26, 2024 and our other reports filed with the SEC could cause actual results to differ materially from those
indicated by the forward-looking statements made in this press release. Except as required under applicable securities legislation, Odysight.ai
undertakes no obligation to publicly update or revise forward-looking information.
Investor
Relations Contact:
Miri
Segal
MS-IR
LLC
msegal@ms-ir.com
Tel:
+1-917-607-8654
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Odysight ai (QB) (USOTC:ODYS)
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