Core Insights - Odysight.AI Inc. has received an initial order for its Predictive Health Monitoring system aimed at monitoring belts and cables in cranes and elevators across key industrial sectors [1][4] - The AI-driven solution is expected to enhance infrastructure maintenance by improving performance, reliability, and safety while significantly reducing maintenance costs [2][5] - The system utilizes high-resolution cameras and machine learning algorithms for real-time monitoring, enabling early detection of faults and prediction of failures [3][6] Company Overview - Odysight.AI is a pioneer in the Predictive Maintenance and Condition-Based Monitoring markets, leveraging video sensor-based solutions for critical systems in aviation, transportation, and energy industries [7] - The company’s platform allows visibility into hard-to-reach locations and harsh environments, enhancing maintenance and operational capabilities [7] Strategic Collaboration - The partnership with a European industry leader marks a significant step for Odysight.AI, reflecting trust in its ability to deliver advanced solutions [4][6] - The collaboration aims to support smarter, safer, and more efficient infrastructure through real-time intelligence and operational resilience [4][6] Anticipated Benefits - Predictive maintenance and fault prevention through real-time monitoring and AI analytics are expected to extend asset lifespan and prevent critical failures [5][6] - Enhanced safety is anticipated due to continuous oversight of mechanical components, reducing risks for operators and end-users [5][6] - Operational efficiency improvements are expected from predictive insights that support streamlined scheduling and fewer unplanned outages [6]

Company Overview - Odysight.ai Inc. is a leading provider of visual-based predictive maintenance (PdM) and condition-based monitoring (CBM) solutions [1][4] - The company utilizes video sensor-based solutions for critical systems in aviation, transportation, and energy industries, leveraging technologies from the medical field [4] Conference Participation - Odysight.ai will participate in the 15th Annual ROTH London Conference on June 25–26, 2025, in London, U.K. [1] - Einav Brenner, the Chief Financial Officer, will be available for one-on-one investor meetings during the conference [1] ROTH London Conference Insights - The ROTH London Conference serves as a platform for institutional investors to connect with executive leadership from around 70 growth-oriented companies across various sectors [2] - The event is designed to facilitate insightful dialogue through one-on-one and small group meetings, allowing investors to gain deeper insights into business strategies and sector trends [2] ROTH Investment Bank Overview - ROTH is a relationship-driven investment bank that supports growth companies and their investors, offering services such as capital raising, equity research, macroeconomic insights, and M&A advisory [3] - The bank aims to provide innovative and actionable content while supporting clients throughout their growth journey [3]

[Executive Summary & Business Update](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Update) Odysight.ai reported strong Q1 2025 financial performance, strategic advancements, and successful Nasdaq uplisting, positioning for future growth [Key Highlights](index=1&type=section&id=Key%20highlights) Odysight.ai reported a strong net cash position and significant revenue growth in Q1 2025, driven by a major contract fulfillment, achieving a Nasdaq uplisting and securing new commercial partnerships - Net cash position of approximately **$37.2 million** as of March 31, 2025[2](index=2&type=chunk) Q1 2025 Revenues | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Revenues | $2.1 million | $0.2 million | - Backlog was approximately **$14.8 million** as of March 31, 2025[4](index=4&type=chunk) [CFO Commentary](index=1&type=section&id=CFO%20Commentary) The CFO emphasized building technological and operational foundations for long-term growth, strengthening infrastructure, expanding capabilities, and establishing global partnerships, with the Nasdaq uplisting and recent capital raise enhancing the balance sheet, visibility, and access to customers and investors - Focus on strengthening infrastructure, expanding technological capabilities, establishing relationships with global leaders, and positioning for future success in Aerospace and new verticals[3](index=3&type=chunk) - Successful uplisting to Nasdaq and recent capital raise mark major milestones, strengthening the balance sheet and enhancing visibility, credibility, and access to global customers and investors[3](index=3&type=chunk) [Commercial Achievements](index=1&type=section&id=Commercial%20achievements) Odysight.ai secured key partnerships and initial purchase orders, expanding its reach in railway safety and industrial monitoring solutions - Partnered with Israel Railways to develop an advanced AI-powered visualization system to prevent derailments and enhance railway safety[6](index=6&type=chunk) - Received an initial purchase order from a European partner for a combined industrial solution using Odysight.ai's sensors and machine learning algorithms to monitor belts and cables across various industrial sectors[6](index=6&type=chunk) [Nasdaq Uplisting and Capital Raise](index=1&type=section&id=Nasdaq%20Uplisting%20and%20Capital%20Raise) The company successfully uplisted to the Nasdaq Capital Market in February 2025, raising significant gross proceeds to strengthen its financial position - Uplisted to the Nasdaq Capital Market in February 2025[6](index=6&type=chunk)[10](index=10&type=chunk) - Raised gross proceeds of **$23.7 million** through a U.S. underwritten public offering[6](index=6&type=chunk)[10](index=10&type=chunk) [Financial Performance - Q1 2025 Overview](index=1&type=section&id=Financial%20Performance%20-%20Q1%202025%20Overview) This section details Odysight.ai's Q1 2025 financial results, including significant revenue growth, increased operating expenses, and an improved cash position [Revenues](index=1&type=section&id=Revenues) Revenues significantly increased in Q1 2025, primarily due to the full recognition of a contract with a Fortune 500 medical company Q1 2025 Revenues Comparison | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change | | :----- | :------------ | :------------ | :----- | | Revenues | $2.1 million | $0.2 million | +$1.9 million | - The increase was primarily attributed to the full recognition of approximately **$1.7 million** in revenues from the fulfillment of a contract with a Fortune 500 medical company[4](index=4&type=chunk) [Cost of Revenues and Gross Profit](index=2&type=section&id=Cost%20of%20Revenues%20and%20Gross%20Profit) Cost of revenues increased due to contract fulfillment and inventory impairment, but gross profit improved significantly, turning from a loss to a positive margin, driven by Industry 4.0 revenues and the medical contract Q1 2025 Cost of Revenues and Gross Profit | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change | | :---------------- | :------------ | :------------ | :----- | | Cost of Revenues | $1.5 million | $0.4 million | +$1.1 million | | Gross Profit (Loss) | $0.6 million | ($0.2 million) | +$0.8 million | | Gross Margin | 26% | N/A | Improvement | - Increase in Cost of Revenues primarily attributed to approximately **$1 million** related to the Fortune 500 medical company contract fulfillment and **$0.2 million** inventory impairment[7](index=7&type=chunk) - Gross profit improvement attributable to Industry 4.0 revenues and the contract fulfillment related to a Fortune 500 medical company[8](index=8&type=chunk) [Operating Expenses](index=2&type=section&id=Operating%20Expenses) Operating expenses increased significantly due to the expansion of operations, development of new products, and one-time costs associated with the Nasdaq uplisting Q1 2025 Operating Expenses | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change | | :--------------- | :------------ | :------------ | :----- | | Operating Expenses | $5.1 million | $3.1 million | +$2.0 million | - Increase primarily driven by the expansion of the Company's operations, including the development of new Industry 4.0 products and one-time expenses related to the Nasdaq uplisting[9](index=9&type=chunk) [Net Loss](index=2&type=section&id=Net%20Loss) The company reported an increased net loss in Q1 2025 compared to the prior year, despite revenue growth, primarily due to higher operating expenses Q1 2025 Net Loss | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change | | :------- | :------------ | :------------ | :----- | | Net Loss | ($4.3 million) | ($3.2 million) | -($1.1 million) | [Cash Position](index=1&type=section&id=Cash%20Position) Odysight.ai significantly improved its cash balance as of March 31, 2025, largely due to the proceeds from its Nasdaq public offering Cash Balance Comparison | Metric | March 31, 2025 (USD) | March 31, 2024 (USD) | Change | | :---------- | :------------------- | :------------------- | :----- | | Cash Balance | $37.2 million | $17.0 million | +$20.2 million | - The increase in cash balance is primarily due to the approximately **$23.7 million** gross proceeds from the Nasdaq public offering completed in February 2025[10](index=10&type=chunk) [Backlog](index=1&type=section&id=Backlog) The company reported a substantial backlog as of March 31, 2025, representing booked orders not yet recognized as revenue Backlog as of March 31, 2025 | Metric | As of March 31, 2025 (USD) | | :------- | :------------------------- | | Backlog | $14.8 million | - Backlog refers to booked orders based on purchase orders or hard commitments not yet recognized as revenue, and is not a comprehensive indicator of future revenue or profitability[5](index=5&type=chunk) [About Odysight.ai](index=2&type=section&id=About%20Odysight.ai) Odysight.ai is a pioneer in Predictive Maintenance and Condition Based Monitoring, offering AI-powered video sensor solutions for critical industrial systems [Company Profile](index=2&type=section&id=Company%20Profile) Odysight.ai is a pioneer in Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets, offering visualization and AI platforms with video sensor-based solutions for critical systems across aviation, transportation, and energy industries - Odysight.ai pioneers the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform[11](index=11&type=chunk) - Provides video sensor-based solutions for critical systems in the aviation, transportation, and energy industries, leveraging proven visual technologies from the medical industry[11](index=11&type=chunk) - Utilizes unique video-based sensors, embedded software, and AI algorithms deployed in hard-to-reach locations and harsh environments for various PdM and CBM use cases[11](index=11&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents Odysight.ai's interim condensed consolidated statements of operations and balance sheets for Q1 2025 [Interim Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS) The interim condensed consolidated statements of operations provide a detailed breakdown of the company's revenues, costs, and expenses, resulting in the net loss for the three months ended March 31, 2025, compared to the same period in 2024 Interim Condensed Consolidated Statements of Operations and Comprehensive Loss | Metric (USD in thousands) | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :------------------------ | :-------------------------------- | :-------------------------------- | | REVENUES | 2,065 | 187 | | COST OF REVENUES | 1,527 | 410 | | GROSS PROFIT (LOSS) | 538 | (223) | | RESEARCH AND DEVELOPMENT EXPENSES | 2,487 | 1,567 | | SALES AND MARKETING EXPENSES | 396 | 234 | | GENERAL AND ADMINISTRATIVE EXPENSES | 2,215 | 1,340 | | OPERATING LOSS | (4,560) | (3,364) | | FINANCING INCOME, NET | 295 | 202 | | NET LOSS | (4,265) | (3,162) | [Interim Condensed Consolidated Balance Sheets](index=5&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) The interim condensed consolidated balance sheets present the company's financial position as of March 31, 2025, and December 31, 2024, detailing assets, liabilities, and shareholders' equity Interim Condensed Consolidated Balance Sheets | Metric (USD in thousands) | March 31, 2025 | December 31, 2024 | | :------------------------ | :------------- | :---------------- | | **Assets** | | | | Cash and cash equivalents | 36,881 | 18,164 | | Total current assets | 38,091 | 20,787 | | Total non-current assets | 1,752 | 2,892 | | **TOTAL ASSETS** | **39,843** | **23,679** | | **Liabilities** | | | | Total current liabilities | 3,418 | 3,295 | | Total non-current liabilities | 660 | 2,140 | | **TOTAL LIABILITIES** | **4,078** | **5,435** | | **Shareholders' Equity** | | | | Additional paid-in capital | 85,987 | 64,205 | | Accumulated deficit | (50,239) | (45,974) | | **TOTAL SHAREHOLDERS' EQUITY** | **35,765** | **18,244** | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY** | **39,843** | **23,679** | [Additional Information](index=2&type=section&id=Additional%20Information) This section provides important disclaimers regarding backlog, forward-looking statements, and company contact information [Backlog Definition and Disclaimer](index=2&type=section&id=Backlog%20Definition%20and%20Disclaimer) This section clarifies the company's definition of "backlog" as booked orders not yet recognized as revenue, emphasizing that it is a supplemental informational measure and not a comprehensive indicator of future financial performance or profitability - Backlog is defined as booked orders based on purchase orders or hard commitments but not yet recognized as revenue[5](index=5&type=chunk)[13](index=13&type=chunk) - It is presented for supplemental informational purposes only and is not a comprehensive indicator of future revenue or profitability, nor a substitute for GAAP financial measures[5](index=5&type=chunk)[13](index=13&type=chunk) - Orders included in backlog may be cancelled, reduced, or delayed by customers due to various conditions[5](index=5&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements regarding future events and performance, which are subject to various risks and uncertainties that could cause actual results to differ materially from expectations - Statements in the news release regarding future events or performance are forward-looking, subject to risks and uncertainties that could cause actual performance or results to differ materially[14](index=14&type=chunk) - Key risk factors include market acceptance, product delays, regulatory approvals, intense competition, product liability, manufacturing limitations, inability to establish sales/marketing, attracting personnel, intellectual property, reliance on single customers/suppliers, need for additional capital, cyberattacks, foreign jurisdiction risks, and political/economic instability in Israel[14](index=14&type=chunk) [Company and Investor Contacts](index=3&type=section&id=Company%20Contact) Contact information for the company's CFO and investor relations is provided for inquiries - Company Contact: Einav Brenner, CFO, info@odysight.ai[15](index=15&type=chunk) - Investor Relations Contact: Miri Segal, MS-IR LLC, msegal@ms-ir.com, Tel: +1-917-607-8654[15](index=15&type=chunk)

Core Insights - Odysight.ai Inc. reported significant growth in revenues and a strong cash position, indicating progress in its business strategy and operational foundations [4][8][3] Financial Performance - Revenues for the three months ended March 31, 2025, were approximately $2.1 million, a substantial increase from $0.2 million in the same period in 2024, primarily due to a contract with a Fortune 500 medical company [4] - Cost of revenues increased to $1.5 million from $0.4 million year-over-year, driven by contract fulfillment costs and inventory impairment [5] - Gross profit was $0.6 million, reflecting a gross margin of 26%, compared to a gross loss of $0.2 million in the prior year [6] - Operating expenses rose to $5.1 million from $3.1 million, largely due to operational expansion and one-time uplisting expenses [7] - The net loss for the quarter was $4.3 million, compared to a net loss of $3.2 million in the same quarter of 2024 [7] Cash Position and Capital Raise - The company had a net cash position of approximately $37.2 million as of March 31, 2025, up from about $17.0 million a year earlier [2][8] - In February 2025, Odysight.ai uplisted to the Nasdaq Capital Market and raised gross proceeds of approximately $23.7 million through a public offering [8][9] Business Developments - The company has established partnerships, including one with Israel Railways to develop an AI-powered visualization system aimed at enhancing railway safety [9] - An initial purchase order was received from a European partner for a combined industrial solution utilizing Odysight.ai's technology [9] Backlog - The backlog as of March 31, 2025, was approximately $14.8 million, indicating future revenue potential [4][16]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42497 ODYSIGHT.AI INC. (Exact name of registrant as specified in its charter) Nevada 47-4257143 (State or other jurisdiction of incorp ...

Financial Performance - Revenues for the year ended December 31, 2024, were approximately $4 million, reflecting a year-over-year growth of 31% compared to $3 million in 2023[4] - Gross profit for 2024 was $1.2 million, with a gross margin of 29%, up from $0.5 million and a gross margin of 17% in 2023[5] - Operating expenses for 2024 were $13.7 million, an increase of approximately 23% from $11.1 million in 2023, primarily due to the expansion of operations[6] - Net loss for the year ended December 31, 2024, was $11.8 million, compared to a net loss of $9.4 million in 2023[7][18] - Cash balance as of December 31, 2024, was $18.5 million, up from approximately $17 million as of December 31, 2023[7] Business Growth and Expansion - Backlog reached approximately $15 million, an increase of over 450% compared to December 31, 2023, driven by inaugural Aerospace revenues[4][8] - The company raised gross proceeds of $23.7 million during its uplisting to Nasdaq in February 2025, strengthening its financial position[8][9] - The company is expanding its market reach into transportation and energy sectors while leveraging AI-based video analytics and machine learning[3] Strategic Partnerships - Odysight.ai secured commercial agreements with major clients including the Israeli Air Force and NASA, marking a successful transition to the Aerospace sector[8] Research and Development - Research and development expenses for 2024 were $6.9 million, compared to $5.6 million in 2023, reflecting ongoing investment in new product development[18]

Financial Performance - Revenues for the year ended December 31, 2024, were $3,964,000, an increase of 31% from $3,033,000 in 2023[305] - Gross profit for 2024 was $1,157,000, reflecting a 127% increase compared to $509,000 in 2023[310] - Operating loss for 2024 was $12,507,000, an 18% increase from a loss of $10,633,000 in 2023[305] - The operating loss for the year ended December 31, 2024 was $12,507,000, an increase of $1,874,000, or 18%, compared to an operating loss of $10,633,000 for the year ended December 31, 2023[323] Expenses - Research and development expenses increased by 23% to $6,884,000 in 2024 from $5,602,000 in 2023, driven by new product development and increased payroll[314] - Sales and marketing expenses for the year ended December 31, 2024 were $1,218,000, an increase of $109,000, or 10%, compared to $1,109,000 for the year ended December 31, 2023[317] - General and administrative expenses for the year ended December 31, 2024 were $5,562,000, an increase of $1,131,000, or 26%, compared to $4,431,000 for the year ended December 31, 2023[321] - Cost of revenues for 2024 was $2,807,000, an 11% increase from $2,524,000 in 2023, primarily due to increased revenues[308] Backlog and Demand - The backlog as of December 2024 was approximately $15 million, up from $2.6 million as of December 31, 2023, indicating strong demand from government and defense clients[287] - Backlog as of December 31, 2024 was approximately $15 million compared to approximately $2.6 million as of December 31, 2023[325] Cash Flow and Financial Position - As of December 31, 2024, the company had cash, cash equivalents, and restricted deposits of $18.5 million compared to $17 million as of December 31, 2023[326] - The accumulated deficit as of December 31, 2024 was approximately $46 million, compared to $34.2 million as of December 31, 2023[326] - Cash used in operating activities for the year ended December 31, 2024 was $8,217,000, compared to $10,009,000 for the year ended December 31, 2023[331] - Cash provided by investing activities for the year ended December 31, 2024 was $7,637,000, compared to cash used of $5,113,000 for the year ended December 31, 2023[331] - Cash provided by financing activities for the year ended December 31, 2024 was $9,818,000, compared to $13,809,000 for the year ended December 31, 2023[331] - The total future payments for operating lease obligations as of December 31, 2024 were approximately $1.2 million[337] Product and Market Focus - The Odysight TruVision solution is utilized by NASA and has applications in aerospace, Industry 4.0, and medical sectors, enhancing safety and reducing downtime[286] - The company is focusing on R&D activities in Industry 4.0, which is expected to further increase research and development expenses[316] External Factors - The ongoing conflict in Israel has not materially affected the company's business, although it has caused some minor disruptions and delays in transactions[290]

As filed with the Securities and Exchange Commission on January 31, 2025 Registration No. 333-283773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Odysight.ai Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7370 47-4257143 (I.R.S. Employer Identification No.) Sui ...

As filed with the Securities and Exchange Commission on January 28, 2025 Registration No. 333-283773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Odysight.ai Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7370 47-4257143 (I.R.S. Employer Identification No.) Sui ...

As filed with the Securities and Exchange Commission on January 24, 2025 Registration No. 333-283773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Odysight.ai Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7370 47-4257143 (I.R.S. Employer Identification No.) Sui ...