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NASDAQ: ODYS Odysight.ai Inc. 8-K

Odysight.ai launches up to $20M at-the-market stock offering through Roth Capital Partners

Filed June 5, 2026 · Period ending June 5, 2026 · ~1 min read

3 key changes 1 high relevance 2 sections

Key Changes

  • high

    Company can now sell up to $20 million of common stock at prevailing market prices through Roth Capital Partners, providing flexible access to capital without a traditional underwritten offering. Sales will occur as needed over time.

  • medium

    Roth Capital Partners will earn up to 3% commission on gross proceeds from any stock sales, plus the company will pay up to $75,000 in initial expenses and $7,500 quarterly for ongoing program maintenance.

  • low

    Stock sales will be made under the company's existing shelf registration statement filed in January 2026 and declared effective in February 2026, enabling quick market access.

Summary

Odysight.ai has established an at-the-market equity offering program that allows the company to raise up to $20 million by selling shares directly into the market through broker Roth Capital Partners. Unlike traditional stock offerings where all shares are sold at once, this ATM program gives management flexibility to sell shares over time as capital needs arise, at whatever the current market price happens to be. Retail investors should understand this means potential dilution is coming, though the timing and amount are uncertain.

The company will pay 3% of proceeds plus expenses to Roth, so net capital raised will be slightly less than gross sales. Watch for Form 4 filings and quarterly reports to see how much stock actually gets sold and what the company uses the proceeds for. If large amounts are sold quickly, it could signal urgent cash needs or management's view that the current stock price is attractive for raising capital.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~800 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added Shelf registration basis low

Added in current filing · verify on EDGAR →

The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 293080), including a base prospectus contained therein, filed with the Securities and Exchange Commission on January 30, 2026, and declared effective on February 6, 2026.

The stock sales will be made under an existing effective shelf registration statement filed earlier in 2026, allowing the Company to access capital markets quickly without filing a new registration statement for each offering.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.

1 Added
Added ATM sales agreement high

Added in current filing · verify on EDGAR →

Sales Agreement by and between Odysight.ai Inc. and Roth Capital Partners, LLC dated June 5, 2026

The company entered into a sales agreement with Roth Capital Partners, LLC on June 5, 2026. This type of agreement typically establishes an at-the-market (ATM) equity offering program, allowing the company to sell shares into the market over time through a broker. The filing includes a legal opinion from Greenberg Traurig P.A., which is standard for securities offerings to confirm the validity of shares being issued.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify