Odysight.ai Files $200M Shelf Offering For Stock, Debt, Warrants, And Units

PROSPECTUS

 

$200,000,000

 

Common Stock

Subscription Rights

Debt Securities

Warrants

Units

 

 

Odysight.ai Inc.

 

We may offer, issue and sell from time to time up to $200,000,000, of our common stock, subscription rights, debt securities, warrants and a combination of such securities, separately or as units, in one or more offerings. This prospectus provides a general description of offerings of these securities that we may undertake.

 

We refer to the shares of common stock, subscription rights, debt securities, warrants and units collectively as "securities" in this prospectus.

 

Each time we sell securities pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus, carefully before you invest in any securities. This prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement.

 

We may, from time to time, offer to sell the securities, through public or private transactions, directly or through underwriters, agents or dealers, on or off the Nasdaq Capital Market, at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer and any applicable fees, commissions or discounts.

 

Our shares of common stock are traded on the Nasdaq Capital Market under the symbol "ODYS." The last reported sale price of our shares of common stock, as reported on the Nasdaq Capital Market on January 29, 2026 was $6.10.

 

The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was $52,821,608, which was calculated based on 16,357,327 shares of common stock outstanding, as of January 29, 2026, of which 8,659,280 shares were held by non-affiliates, and a price per share of $6.10 which was the closing sale price of our common stock on the Nasdaq Capital Market on January 29, 2026. Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell securities pursuant to the registration statement with a value more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. During the prior 12-calendar-month period that ends on, and includes, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6. of Form S-3.