Overview
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- TickerODYS on Nasdaq1
- IndustryServices-Computer Integrated Systems Design1
- HeadquartersScottsdale, Arizona1
- Business address14201 N. Hayden Road, Suite A-1, Scottsdale, Az 852602
- Filer categoryNon-accelerated filer, Smaller reporting company2
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Safety. \ Our solutions enhance worker safety without sacrificing productivity, while minimizing planned and unexpected downtime.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Regions
United States brought in 62% of the revenue Odysight.ai Inc. broke down this way in fiscal 2025.
Regions by year
| Regions | 2024 | 2025 |
|---|---|---|
| United States | $3.0M | $1.9M |
| Israel | $911.0K | $1.1M |
| Other | $39.0K | $9.0K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue18¢$2.1M
- Research and development82¢$9.6M
Out of $3.0M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| REVENUES | $3.0M | $4.0M |
| COST OF REVENUES | $2.1M | $2.8M |
| GROSS PROFIT | $871.0K | $1.2M |
| RESEARCH AND DEVELOPMENT EXPENSES | $9.6M | $6.9M |
| SALES AND MARKETING EXPENSES | $2.3M | $1.2M |
| GENERAL AND ADMINISTRATIVE EXPENSES | $7.0M | $5.6M |
| OPERATING LOSS | -$18.1M | -$12.5M |
| FINANCING INCOME, NET | $1.1M | $740.0K |
| NET LOSS | -$17.0M | -$11.8M |
| Net loss per share basic | -$1.07 | -$1.03 |
| Net loss per share diluted | -$1.07 | -$1.03 |
| Weighted average common shares basic | 15.9K shares | 11.4K shares |
| Weighted average common shares diluted | 15.9K shares | 11.4K shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $25.7M | $18.2M | |
| Restricted cash | $333.0K | ||
| Restricted deposit | $322.0K | ||
| Accounts receivable | $278.0K | $1.5M | |
| Inventory | $50.0K | $203.0K | |
| Other current assets | $1.2M | $588.0K | |
| Total current assets | $27.5M | $20.8M | |
| Contract fulfillment assets | $1.0M | ||
| Property and equipment, net | $346.0K | $407.0K | |
| Operating lease right-of-use assets | $739.0K | $1.1M | |
| Severance pay asset | $296.0K | $259.0K | |
| Other non-current assets | $96.0K | $96.0K | |
| Total non-current assets | $1.5M | $2.9M | |
| TOTAL ASSETS | $29.0M | $23.7M | |
| Accounts payable | $480.0K | $442.0K | |
| Contract liabilities - short term | $165.0K | $702.0K | |
| Operating lease liabilities - short term | $511.0K | $539.0K | |
| Accrued compensation expenses | $1.4M | $1.1M | |
| Total current liabilities | $3.0M | $3.3M | |
| Contract liabilities - long term | $1.4M | ||
| Operating lease liabilities - long term | $259.0K | $508.0K | |
| Liability for severance pay | $296.0K | $259.0K | |
| Total non-current liabilities | $555.0K | $2.1M | |
| TOTAL LIABILITIES | $3.6M | $5.4M | |
| Common stock, $0.001 par value; 300,000,000 shares authorized as of December 31, 2025 and December 31, 2024, 16,357,327 and 12,612,517 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | $17.0K | $13.0K | |
| Additional paid-in capital | $88.4M | $64.2M | |
| Accumulated deficit | -$63.0M | -$46.0M | |
| TOTAL SHAREHOLDERS EQUITY | $25.4M | $18.2M | $17.8M |
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | $29.0M | $23.7M | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 300.0M shares | 300.0M shares | |
| Common stock, shares issued | 16.4M shares | 12.6M shares | |
| Common stock, shares outstanding | 16.4M shares | 12.6M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $25.7M | $18.2M | |
| Restricted cash | $333.0K | ||
| Restricted deposit | $322.0K | ||
| Accounts receivable | $278.0K | $1.5M | |
| Inventory | $50.0K | $203.0K | |
| Other current assets | $1.2M | $588.0K | |
| Total current assets | $27.5M | $20.8M | |
| Contract fulfillment assets | $1.0M | ||
| Property and equipment, net | $346.0K | $407.0K | |
| Operating lease right-of-use assets | $739.0K | $1.1M | |
| Severance pay asset | $296.0K | $259.0K | |
| Other non-current assets | $96.0K | $96.0K | |
| Total non-current assets | $1.5M | $2.9M | |
| TOTAL ASSETS | $29.0M | $23.7M | |
| Accounts payable | $480.0K | $442.0K | |
| Contract liabilities - short term | $165.0K | $702.0K | |
| Operating lease liabilities - short term | $511.0K | $539.0K | |
| Accrued compensation expenses | $1.4M | $1.1M | |
| Total current liabilities | $3.0M | $3.3M | |
| Contract liabilities - long term | $1.4M | ||
| Operating lease liabilities - long term | $259.0K | $508.0K | |
| Liability for severance pay | $296.0K | $259.0K | |
| Total non-current liabilities | $555.0K | $2.1M | |
| TOTAL LIABILITIES | $3.6M | $5.4M | |
| Common stock, $0.001 par value; 300,000,000 shares authorized as of December 31, 2025 and December 31, 2024, 16,357,327 and 12,612,517 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | $17.0K | $13.0K | |
| Additional paid-in capital | $88.4M | $64.2M | |
| Accumulated deficit | -$63.0M | -$46.0M | |
| TOTAL SHAREHOLDERS EQUITY | $25.4M | $18.2M | $17.8M |
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | $29.0M | $23.7M | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 300.0M shares | 300.0M shares | |
| Common stock, shares issued | 16.4M shares | 12.6M shares | |
| Common stock, shares outstanding | 16.4M shares | 12.6M shares |
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$17.0M | -$11.8M |
| Depreciation | $117.0K | $123.0K |
| Stock based compensation | $3.1M | $2.4M |
| Loss from exchange differences | $23.0K | $19.0K |
| Interest income in respect of deposits | $12.0K | $72.0K |
| Decrease (Increase) in accounts receivable | $1.3M | -$138.0K |
| Decrease in inventory | $153.0K | $301.0K |
| Decrease in operating lease liability | -$510.0K | -$379.0K |
| Decrease in right-of-use asset | $499.0K | $379.0K |
| Increase in other current and non-current assets | -$535.0K | -$156.0K |
| Severance pay asset and liability | $10.0K | |
| Increase accounts payable | $56.0K | $155.0K |
| Decrease in contract fulfillment assets | $1.0M | $239.0K |
| Decrease in current and non-current contract liabilities | -$1.9M | -$247.0K |
| Increase in accrued compensation expenses | $113.0K | $578.0K |
| Increase (decrease) in related parties | -$5.0K | $79.0K |
| Increase (decrease) in other current and non-current liabilities | -$36.0K | $129.0K |
| Net cash flows used in operating activities | -$13.7M | -$8.2M |
| Purchase of property and equipment | -$56.0K | -$53.0K |
| Withdrawal of short terms deposits | $310.0K | $8.0M |
| Investment in short terms deposits and restricted deposit | -$310.0K | |
| Net cash flows provided by investing activities | $254.0K | $7.6M |
| Proceeds from issuance of shares, net of issuance cost | $20.9M | $9.8M |
| Proceeds from options exercise | $272.0K | |
| Net cash flows provided by financing activities | $21.1M | $9.8M |
| INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | $7.7M | $9.2M |
| EFFECT FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | $156.0K | -$19.0K |
| Right-of-use assets obtained in exchange for operating lease liabilities | $206.0K | $167.0K |
| Termination of right-of-use assets in exchange for cancellation of operating lease obligations | -$81.0K | -$55.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Odysight.ai Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Odysight.ai Inc.
- Moshe Arkin Filed SCHEDULE 13D on Odysight.ai Inc., latest Sep 9, 2026 (2 filings since Mar 6, 2025)
- Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD Filed SCHEDULE 13G/A on Odysight.ai Inc., latest Aug 31, 2026 (2 filings since Feb 20, 2025)
- Y.d. More Investments Ltd Filed SCHEDULE 13G/A on Odysight.ai Inc., latest Jul 28, 2026 (4 filings since Feb 18, 2025)
- Phoenix Financial Ltd. Filed SCHEDULE 13G/A on Odysight.ai Inc., latest Jun 5, 2025 (7 filings since Feb 7, 2022)
- Odysight.ai Inc. Scottsdale, Arizona
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Odysight.ai Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $1.1M4 Dec 31, 2025 | $1.1M4 Dec 31, 2024 | +5.2% |
| Accumulated depreciation | $797.0K4 Dec 31, 2025 | $680.0K4 Dec 31, 2024 | +17.2% |
| Property and equipment, net | $346.0K4 Dec 31, 2025 | $407.0K4 Dec 31, 2024 | −15.0% |
| Operating-lease assets (leased space) | $739.0K4 Dec 31, 2025 | $1.1M4 Dec 31, 2024 | −33.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $25.7M4 Dec 31, 2025 | $18.2M4 Dec 31, 2024 | +41.4% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $50.0K4 Dec 31, 2025 | $203.0K4 Dec 31, 2024 | −75.4% |
| Work in process | $19.0K4 Dec 31, 2024 | $34.0K9 Dec 31, 2023 | −44.1% |
| Finished goods | $12.0K4 Dec 31, 2024 | $25.0K9 Dec 31, 2023 | −52.0% |
Properties, in its own words
Our corporate headquarters are located in Ramat Gan, Israel, which includes approximately 1,000 square meters of office space to accommodate our engineering, research and development and administrative operations. We lease our Ramat Gan facility pursuant to a lease that expires in June 2027, with an option to extend for an additional two years. We also lease approximately 800 square meters of office space in Omer, Israel. The lease agreement for this facility is set to expire in May 2026, at which time we have leased an alternative location in Omer consisting of approximately 286 square meters of space. We believe that our Ramat Gan and Omer leases are adequate for our current needs and, should we need additional space, we believe we will be able to obtain additional space on commercially reasonable terms.
Item 2 of the 10-K filed Mar 19, 2026.3
Leadership
Who has led Odysight.ai Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerYehu Ofer Feb 10, 2025 to now12
- Chief financial officerEinav Brenner Feb 10, 2025 to Feb 10, 202513
- Chief operating officerRonen Tanami May 14, 2026 to now14
Board members and other officers (11)
- Chief Technology OfficerEliahu Israeli Feb 10, 2025 to Feb 10, 202515
- SVP Product and PortfolioJacob Avinu Feb 10, 2025 to Feb 10, 202516
- Chief Business OfficerEilam Sagi Nov 24, 2025 to now17
- Board memberBenad Goldwasser Feb 10, 2025 to now18
- Board memberCarlo Papa Feb 10, 2025 to Feb 10, 202519
- Board memberInbal Kreiss Feb 10, 2025 to Feb 10, 202520
- Board memberJackson Schneider Feb 10, 2025 to now21
- Board memberMoshe Arkin Feb 10, 2025 to now22
- Board memberNir Nimrodi Feb 10, 2025 to Feb 10, 202523
- Board memberRonit Rubin Feb 10, 2025 to Feb 10, 202524
- Board memberZeev Vurembrand Feb 10, 2025 to now25
Former names
Timeline
- Aug 21, 20268-K Entered a material agreement; Ended a material agreement26
- Aug 20, 20268-K Other events27
- Aug 13, 20268-K Results of operations28
- Jun 5, 20268-K Entered a material agreement29
- May 21, 20268-K Executive or director change30
- May 14, 20268-K Results of operations31
- Apr 10, 20268-K Regulation FD disclosure32
- Mar 31, 20268-K Regulation FD disclosure; Other events33
- Mar 27, 20268-K Unregistered sale of shares34
- Mar 19, 20268-K Results of operations35
- Jan 5, 20268-K Results of operations; Regulation FD disclosure36
- Dec 4, 20258-K Executive or director change37
- Feb 10, 2025New chief executive Yehu Ofer becomes CEO12
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.27) a share, on Nov 13, 2025.38
When it reported results
- Aug 13, 2026Reported quarterly or annual results28
- May 14, 2026Reported quarterly or annual results31
- Mar 19, 2026Reported quarterly or annual results35
- Jan 5, 2026Reported quarterly or annual results36
- Nov 13, 2025Reported quarterly or annual results39
- Aug 13, 2025Reported quarterly or annual results40
- May 15, 2025Reported quarterly or annual results41
- Mar 26, 2025Reported quarterly or annual results42
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
226 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 69 major events, 48 insider forms, 15 large holders, 73 other. The latest 20:
- Sep 9, 2026SCHEDULE 13D EDGAR
- Aug 31, 2026SCHEDULE 13G/A EDGAR
- Aug 24, 20264 EDGAR
- Aug 24, 20264 EDGAR
- Aug 24, 20264 EDGAR
- Aug 21, 20268-K EDGAR
- Aug 21, 2026424B5 EDGAR
- Aug 20, 20268-K EDGAR
- Aug 19, 2026424B5 EDGAR
- Aug 13, 20268-K EDGAR
- Aug 13, 202610-Q EDGAR
- Jul 28, 2026SCHEDULE 13G/A EDGAR
- Jun 18, 2026FWP EDGAR
- Jun 5, 2026424B5 EDGAR
- Jun 5, 20268-K EDGAR
- May 21, 20268-K EDGAR
- May 21, 2026SD EDGAR
- May 21, 20264 EDGAR
- May 14, 20263 EDGAR
- May 14, 20268-K EDGAR
The 226 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
26 open-market trades by officers, directors and large owners since October 2021: 3 buys and 23 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 20, 2026 | Goldwasser BenadDirector | Buy | 46,875 | $3.20 | $150.0K | Form 4 |
| Aug 20, 2026 | Vurembrand ZeevDirector | Buy | 31,250 | $3.20 | $100.0K | Form 4 |
| Aug 20, 2026 | Arkin MosheDirector | Buy | 1,125,000 | $3.20 | $3.6M | Form 4 |
| Jan 6, 2026 | Y.D. More Investments Ltd10% owner | Sale | 323,443 | $3.33 | $1.1M | Form 4 |
| Jan 5, 2026 | Y.D. More Investments Ltd10% owner | Sale | 650 | $3.26 | $2.1K | Form 4 |
| Dec 29, 2025 | Y.D. More Investments Ltd10% owner | Sale | 8,980 | $3.25 | $29.2K | Form 4 |
| Dec 23, 2025 | Y.D. More Investments Ltd10% owner | Sale | 3,350 | $3.44 | $11.5K | Form 4 |
| Dec 15, 2025 | Y.D. More Investments Ltd10% owner | Sale | 1,000 | $3.05 | $3.0K | Form 4 |
| Dec 11, 2025 | Y.D. More Investments Ltd10% owner | Sale | 300,500 | $3.40 | $1.0M | Form 4 |
| Dec 3, 2025 | Y.D. More Investments Ltd10% owner | Sale | 1,140 | $3.34 | $3.8K | Form 4 |
| Dec 1, 2025 | Y.D. More Investments Ltd10% owner | Sale | 5,000 | $3.45 | $17.2K | Form 4 |
| Nov 10, 2025 | Y.D. More Investments Ltd10% owner | Sale | 77,385 | $3.35 | $259.2K | Form 4 |
| Nov 5, 2025 | Y.D. More Investments Ltd10% owner | Sale | 3,550 | $2.81 | $10.0K | Form 4 |
| Oct 22, 2025 | Y.D. More Investments Ltd10% owner | Sale | 2,800 | $3.38 | $9.5K | Form 4 |
| Oct 20, 2025 | Y.D. More Investments Ltd10% owner | Sale | 14,312 | $3.55 | $50.8K | Form 4 |
| Oct 16, 2025 | Y.D. More Investments Ltd10% owner | Sale | 6,000 | $3.53 | $21.2K | Form 4 |
| Oct 15, 2025 | Y.D. More Investments Ltd10% owner | Sale | 900 | $3.44 | $3.1K | Form 4 |
| Oct 9, 2025 | Y.D. More Investments Ltd10% owner | Sale | 1,000 | $4.29 | $4.3K | Form 4 |
| Oct 8, 2025 | Y.D. More Investments Ltd10% owner | Sale | 650 | $4.31 | $2.8K | Form 4 |
| Jul 22, 2025 | Y.D. More Investments Ltd10% owner | Sale | 500 | $4.80 | $2.4K | Form 4 |
All 26 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Moshe ArkinSCHEDULE 13D, 2 filings Mar 6, 2025 to Sep 9, 202643
- Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTDSCHEDULE 13G/A, 2 filings Feb 20, 2025 to Aug 31, 202644
- Y.d. More Investments LtdSCHEDULE 13G/A, 4 filings Feb 18, 2025 to Jul 28, 202645
- Phoenix Financial Ltd.SCHEDULE 13G/A, 7 filings Feb 7, 2022 to Jun 5, 202546
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Yehu Ofer, | 60 | $385 | $1.1K47 |
| 2024 | Einav Brenner, | 44 | $151 | $67347 |
| 2024 | Jacob Avinu, | 42 | $284 | $53847 |
| 2023 | Chief Executive Officer | $349 | $74447 | |
| 2023 | Senior VP Product Portfolio | $278 | $38647 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Phoenix Financial Ltd. | 1,854,678 | $7.7M | 0.1% | −198,844 |
| Y.D. More Investments Ltd | 648,776 | $2.7M | 0.1% | −324,767 |
| Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD | 624,737 | $2.6M | 0.1% | No change |
| Yelin Lapidot Holdings Management Ltd. | 205,629 | $855.4K | 0.2% | −4,482 |
| Noked Israel Ltd | 200,972 | $836.0K | 0.1% | No change |
| Kranot Hishtalmut Le Morim Tichoniim Havera Menahelet LTD | 196,000 | $821.2K | 0.1% | No change |
| BlackRock, Inc. | 36,966 | $153.8K | 0.0% | +9,714 |
| Meitav Investment House Ltd | 31,296 | $130.5K | 0.0% | No change |
| Citadel Advisors LLC | 29,738 | $123.7K | 0.0% | +18,214 |
| Jane Street Group, LLC | 20,546 | $86.2K | 0.0% | New |
| XTX Topco Ltd | 11,143 | $46.4K | 0.0% | New |
| UBS Group AG | 9,439 | $39.3K | 0.0% | New |
| Osaic Holdings, Inc. | 1,800 | $7.5K | 0.0% | New |
| Tower Research Capital LLC (TRC) | 619 | $2.6K | 0.0% | New |
| Jpmorgan Chase & Co | 219 | $913 | 0.0% | New |
| Harel Insurance Investments & Financial Services Ltd. | 9,000 | $38 | 0.0% | +1,000 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Odysight.ai Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGAROdysight.ai Inc.1
- CIK0001577445
- Employer ID (EIN)47-42571433
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)7373 Services-Computer Integrated Systems Design1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address14201 N. Hayden Road, Suite A-1, Scottsdale, AZ 852601
- Phone480-659-64041
- Shares outstanding16,806,905 as of Aug 12, 202611
- Public float$35.0M as of Jun 30, 20253
- AuditorBrightman Almagor Zohar & Co., Tel Aviv, Israel PCAOB ID 1197; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceMay 29, 20131
- Filings319 in all: 8-K (96), 10-Q (40), 4 (33), CORRESP (21), 3 (15), S-1/A (15), 10-K (13), UPLOAD (12)1
All 35 form types
424B3 (9), EFFECT (8), S-1 (7), SC 13G/A (7), SD (7), SCHEDULE 13G/A (5), 424B5 (3), S-8 (3), SCHEDULE 13G (3), 10-K/A (2), FWP (2), NT 10-K (2), SEC STAFF LETTER (2), 424B4 (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), NT 10-Q (1), POS AM (1), PRE 14A (1), RW (1), S-3 (1), SC 13G (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Mar 19, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Oct 9, 2025
Latest 8-K (8-K) Aug 21, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, par value $0.001 per share | ODYS | Nasdaq |
From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Odysight.ai Inc. names in Item 1A of its 10-K filed Mar 19, 2026: 57 risks under these headings, as written.3
- Risks Related to Our Business and Financial Condition
- We have a limited operating history and may not be able to successfully operate our business or execute our business plan.
- We have a history of losses and anticipate that we will continue to incur significant losses for the foreseeable future.
- We expect that we will need to raise additional capital before we can expect to become profitable from sales of our solutions. This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
- It is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably.
- Backlog may not be realized or may not result in revenue or profit.
- Our sales cycles are long and unpredictable and require considerable time and expense before executing a customer agreement, which may make it difficult to predict when, if at all, we will obtain new customers and when we will generate revenue from those customers.
- Our future growth and success are highly dependent upon large-scale adoption of our solutions in the markets in which we compete.
- If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services, we may not be successful in commercializing our products and technology.
- Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.
- An agreement with one of our customers includes exclusivity provisions, and other agreements include limitations on our ability to sell products to other customers, and restrictions on the use of intellectual property. Such limitations may prevent us from selling certain products to third parties without prior consent of the customers, and may limit our ability to use certain elements of intellectual property developed by funds received under these agreements.
- If we are unable to ensure that our solutions interoperate with a variety of hardware and software platforms that are developed by others, including our partners, we may become less competitive and our business may be harmed.
The other 46 risks
- If we fail to scale our business operations or otherwise manage our future growth effectively as we attempt to grow our company, we may not be able to produce, market, service and sell our solutions successfully.
- We incorporate artificial intelligence, or AI, and machine learning, or ML, into some of our products. This technology is new and developing and may present both compliance and reputational risks.
- Failure to make competitive technological advances will put us at a disadvantage and may lead to negative operational and financial outcomes.
- We have three customers that account for a substantial portion of our revenues, and the results of our operations could be harmed were we to lose these customers or receive lower than expected purchase orders.
- Our reliance on third-party suppliers for most of the components of our products could harm our ability to meet demand for our products in a timely and cost-effective manner.
- We may not be able to manage our strategic partners effectively.
- We face competition from providers of sensing, PdM and CBM solutions. If we cannot successfully compete with new or existing technologies or future developed products, our marketing and sales will suffer, and we may never be profitable.
- Our insurance coverage may be inadequate to protect against the potential hazards incident to our business.
- Our inability to retain key members of our senior management could impair our future success.
- We rely on highly skilled personnel, and if we are unable to attract, retain or motivate qualified personnel, we may not be able to operate our business effectively.
- The estimates and forecasts of market opportunity and market growth included in this Annual Report may prove to be inaccurate, and we cannot assure you our business will grow at similar rates, or at all, or that we will be able to address, fully or at all, the markets we believe represent our market opportunity.
- Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by geopolitical events, including the ongoing conflicts in the Middle East and between Russia and Ukraine.
- International operations will expose us to additional market and operational risks, and failure to manage these risks may adversely affect our business and operating results.
- Trade tariffs, including those implemented by the U.S., may increase the costs of importing our products and increase our supply chain costs, which could potentially reduce profit margins and affect our competitive position.
- Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
- Adverse conditions in the aerospace, industrial, transportation and energy markets or the global economy more generally could have adverse effects on our results of operations.
- Risks Related to Regulation
- Our business could be adversely affected if we fail to maintain product quality and product performance at an acceptable cost, or if we incur significant losses, increased costs or harm to our reputation or brand as a result of product liability claims or product recalls.
- We are subject to, and must remain in compliance with, numerous laws and governmental regulations across various countries concerning the manufacturing, use, distribution and sale of our vision-based sensor products. Some of our customers also require that we comply with other unique requirements relating to these matters.
- Our business may be adversely affected by changes in aerospace and transportation safety regulations or concerns that drive further regulation of the aerospace and transportation safety market.
- We may be prohibited from selling our solutions in certain countries if we are unable to obtain Israeli authorization regarding the export of our products, or if current or future export laws limit or otherwise restrict our business.
- If we fail to comply with anti-bribery, anti-corruption and anti-money laundering laws, we could be subject to penalties and other adverse consequences.
- Scrutiny of, and evolving expectations for, sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business.
- Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, financial condition and prospects.
- We and our third-party vendors face cybersecurity risks and may incur increasing costs in an effort to mitigate those risks, and if we fail to prevent data security breaches, there may be damage to our reputation, material financial penalties and legal liability, which would materially adversely affect our business, results of operations and financial condition.
- Risks Related to Intellectual Property
- If we are unable to obtain, maintain and protect effective intellectual property rights for our products, we may not be able to compete effectively in our markets.
- Intellectual property rights of third parties could adversely affect our ability to commercialize our products, and we might be required to litigate or obtain licenses from third parties in order to develop or market our products. Such litigation or licenses could be costly or not available on commercially reasonable terms.
- Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
- We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.
- We may be subject to claims challenging the inventorship of our intellectual property.
- We may not be able to protect our intellectual property rights throughout the world.
- We rely on licenses to use the intellectual property rights of third parties. If we fail to comply with our obligations in our intellectual property licenses with third parties, we could lose rights that are important to our business.
- Risks Related to Our Common Stock
- The market price of our shares of common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the price you paid and may lose all or part of your investment.
- An active, liquid trading market for our shares of common stock may not develop or be sustained.
- Sales of a substantial number of our shares of common stock in the public market by our existing shareholders could cause our share price to fall.
- Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.
- If the ownership of our common stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.
- We do not anticipate paying any cash dividends in the foreseeable future.
- If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or shares of common stock, our share price and trading volume could decline.
- Anti-takeover provisions contained in our articles and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.
- If we fail to comply with the rules and regulations under the Sarbanes-Oxley Act, our operating results, our ability to operate our business and investors’ views of us may be harmed.
- There can be no assurances that our common stock will not be subject to potential delisting if we do not continue to maintain the listing requirements of Nasdaq.
- Risks Related to our Operations in Israel
- Our headquarters and other significant operations are located in Israel and therefore our business, financial condition and results of operation may be adversely affected by political, economic and military instability in Israel.
- It may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.
- Exchange rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.
- Certain technology developed and used by us received Israeli government grants for certain research and development activities. The terms of those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.
- We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
Legal proceedings
Other than as described below, we are currently not a party to any legal proceedings that, in the opinion of management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. As our growth continues, we may become party to an increasing number of litigations and claims. The outcome of litigations and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows or financial position.
As a result of oppositional proceedings initiated by a third-party in 2018, the Opposition Division of the EU Patent Office decided in 2019 to revoke two of the three European patents (EP 2.478.693 and EP 2.621.159) and in 2021 to maintain the third patent (EP 2.621.158). Following appeal hearings held in early 2024, the Board of Appeals revoked all three patents, with formal written decisions issued in July 2024. We filed a petition for review of the decision regarding two of the three European patents (EP 2.478.693 and EP 2.621.159) and did not appeal the decision regarding the third European patent (EP 2.621.158). In 2025, all three patents were finally revoked. The revocations are not expected to have a material impact on our current business operations.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 12SEC EDGARYehu Ofer, Chief executive officer
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- 17SEC EDGAREilam Sagi, Chief Business Officer
- 18SEC EDGARBenad Goldwasser, Board member
- 19SEC EDGARCarlo Papa, Board member
- 20SEC EDGARInbal Kreiss, Board member
- 21SEC EDGARJackson Schneider, Board member
- 22SEC EDGARMoshe Arkin, Board member
- 23SEC EDGARNir Nimrodi, Board member
- 24SEC EDGARRonit Rubin, Board member
- 25SEC EDGARZeev Vurembrand, Board member
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- 27SEC EDGAROther events
- 28SEC EDGARResults of operations
- 29SEC EDGAREntered a material agreement
- 30SEC EDGARExecutive or director change
- 31SEC EDGARResults of operations
- 32SEC EDGARRegulation FD disclosure
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- 34SEC EDGARUnregistered sale of shares
- 35SEC EDGARResults of operations
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- 37SEC EDGARExecutive or director change
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