As filed with the Securities and Exchange Commission on December 12, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) Nevada 7370 47-4257143 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Suite 7A, Industrial Park, ...

Financial Results Announcement - Odysight.ai, Inc. announced financial results for the first nine months of 2024[4] - The press release detailing the financial results was issued on November 14, 2024[4] - The report is attached as Exhibit 99.1 in the Current Report on Form 8-K[4]

Financial Performance - Revenues for the nine months ended September 30, 2024, reached $2,660,000, a significant increase of 145% compared to $1,087,000 for the same period in 2023[21]. - Gross profit for the three months ended September 30, 2024, was $405,000, compared to a gross loss of $211,000 in the same quarter of 2023, indicating a turnaround in profitability[21]. - The net loss for the nine months ended September 30, 2024, was $8,211,000, slightly higher than the net loss of $8,104,000 for the same period in 2023[21]. - For the nine months ended September 30, 2024, the net loss was $8,211 thousand compared to a net loss of $8,104 thousand for the same period in 2023, reflecting a slight increase in losses[31]. - Operating loss for the nine months ended September 30, 2024, was $8,744,000, a slight improvement from an operating loss of $8,770,000 in the prior year[99]. - For the three months ended September 30, 2024, revenues surged by 1,075% to $1,292,000, compared to $110,000 in the same quarter of 2023[108][109]. - Operating loss for the three months ended September 30, 2024, was $3,016,000, an increase of $144,000 or 5% compared to a loss of $2,872,000 in the prior year[123]. Assets and Liabilities - As of September 30, 2024, total assets increased to $26,173,000 from $22,829,000 as of December 31, 2023, representing a growth of approximately 14.5%[16]. - Cash and cash equivalents increased to $20,906,000 as of September 30, 2024, up from $8,945,000 at the end of 2023, reflecting improved liquidity[16]. - Total current liabilities rose to $2,924,000 as of September 30, 2024, from $2,082,000 at the end of 2023, reflecting increased operational commitments[19]. - The accumulated deficit increased to $42,418,000 as of September 30, 2024, compared to $34,207,000 at the end of 2023, highlighting ongoing challenges in achieving profitability[19]. - As of September 30, 2024, the company had total lease liabilities of $1,069 thousand[50]. Cash Flow - Cash flows used in operating activities for the nine months ended September 30, 2024, were $5,522 thousand, an improvement from $7,338 thousand in the same period of 2023[31]. - The company reported a net cash inflow from investing activities of $7,962 thousand for the nine months ended September 30, 2024, compared to a net outflow of $594 thousand in the same period of 2023[31]. - Cash provided by financing activities was $9,850,000 for the nine months ended September 30, 2024, compared to $13,835,000 in the previous year[107]. - Cash used in operating activities was $2,199,000 for the three months ended September 30, 2024, compared to $2,255,000 in the same period of 2023[128]. - Cash provided by financing activities was $9.9 million for the three months ended September 30, 2024, compared to cash used of $78,000 in the same period of 2023[133]. Research and Development - Research and development expenses for the nine months ended September 30, 2024, were $4,705,000, compared to $4,107,000 for the same period in 2023, indicating continued investment in innovation[21]. - Research and development expenses increased by 15% to $4,705,000 for the nine months ended September 30, 2024, compared to $4,107,000 in 2023[91]. - Research and development expenses rose to $1,730,000, an increase of $376,000 or 28% from $1,354,000 in the same period last year[117]. - The company expects to continue incurring significant research and development costs, necessitating additional funding to sustain operations until profitability is achieved[38]. Share Issuance and Stock Options - The company issued 2,145,000 shares during the nine months ended September 30, 2024, contributing to an increase in additional paid-in capital to $63,319,000[24]. - The weighted average ordinary shares outstanding increased to 11,054,000 for the nine months ended September 30, 2024, compared to 9,395,000 for the same period in 2023, indicating dilution from share issuances[21]. - The company granted 760,500 stock options during the nine months ended September 30, 2024, with a weighted average exercise price of $4.76[62]. - The fair value of stock options granted during the nine months ended September 30, 2024, is estimated to be approximately $3,692 thousand[60]. - The company recognized total stock-based payment expenses of $1,500 thousand for the nine months ended September 30, 2024, compared to $1,056 thousand in the same period of 2023, an increase of 42.0%[65]. Revenue Breakdown - Development services revenues for the nine months ended September 30, 2024, amounted to $843 thousand, compared to $317 thousand in the same period of 2023, reflecting a growth of 165.3%[66]. - Product revenues reached $1,817 thousand for the nine months ended September 30, 2024, up from $770 thousand in the same period of 2023, indicating an increase of 135.5%[66]. - Total revenues for the nine months ended September 30, 2024, were $2,660 thousand, a significant increase from $1,087 thousand in the same period of 2023, representing a growth of 145.5%[66]. - Cost of revenues for the nine months ended September 30, 2024, was $1,964,000, an increase of 19% from $1,648,000 in the prior year[86]. - Gross profit for the nine months ended September 30, 2024, was $696,000, a turnaround from a gross loss of $561,000 in the same period of 2023[88].

Financial Performance - Revenues for the six months ended June 30, 2024, increased to $1,368,000 compared to $977,000 for the same period in 2023, representing a growth of 40%[21] - Gross profit for the three months ended June 30, 2024, was $514,000, a significant improvement from a loss of $103,000 in the same period of 2023[21] - The net loss for the six months ended June 30, 2024, was $5,344,000, compared to a net loss of $5,562,000 for the same period in 2023, indicating a reduction in losses[21] - For the six months ended June 30, 2024, the net loss was $5,344,000, a slight improvement from a net loss of $5,562,000 in the same period of 2023, representing a 3.9% decrease in losses[30] - Total revenues for the six months ended June 30, 2024, were $1.368 million, a 40% increase from $977 thousand in the same period of 2023[63] - Product revenues during the six months ended June 30, 2024, amounted to $1.157 million, up 51% from $766 thousand in the prior year[63] Expenses and Costs - Research and development expenses for the six months ended June 30, 2024, were $2,975,000, slightly higher than $2,753,000 in the same period of 2023[21] - Total stock-based payment expenses for the six months ended June 30, 2024, were $963 thousand, compared to $685 thousand in the same period of 2023, reflecting an increase of 41%[62] - The company expects to continue incurring significant research and development costs, necessitating additional funding to sustain operations until profitability is achieved[36] Cash Flow and Assets - Cash and cash equivalents increased to $13,238,000 as of June 30, 2024, from $8,945,000 as of December 31, 2023, representing a growth of approximately 48%[15] - Net cash flows used in operating activities for the six months ended June 30, 2024, were $3,323,000, compared to $5,083,000 in the same period of 2023, indicating a 34.6% reduction in cash outflow[30] - The company reported a significant increase in cash flows from investing activities, with net cash flows provided amounting to $7,970,000 for the six months ended June 30, 2024, compared to a cash outflow of $15,557,000 in the same period of 2023[30] - Total current assets decreased to $15,406,000 as of June 30, 2024, down from $19,349,000 as of December 31, 2023, reflecting a decline of approximately 20%[15] - The company’s cash and cash equivalents at the beginning of the period were $8,945,000, down from $10,099,000 in the previous year[30] Liabilities and Equity - Total liabilities increased slightly to $5,148,000 as of June 30, 2024, compared to $5,022,000 as of December 31, 2023[18] - Shareholders' equity decreased to $13,426,000 as of June 30, 2024, down from $17,807,000 as of December 31, 2023, a decline of approximately 25%[18] - As of June 30, 2024, the company had accumulated a deficit of approximately $39.5 million since its incorporation[36] Stock and Shares - The company reported a weighted average of 10,447,000 ordinary shares for the six months ended June 30, 2024, compared to 8,864,000 for the same period in 2023[21] - The company granted 91,000 stock options during the six months ended June 30, 2024, with a fair value cost estimated at approximately $435 thousand[57] - The company had outstanding warrants to purchase 5,763,273 shares of common stock as of June 30, 2024[50] - The company issued 2,144,583 shares of Common Stock at a price of $4.80 per share, raising approximately $10.3 million in the 2024 Private Placement[72][73] Inventory and Assets Management - Inventory as of June 30, 2024, totaled $439 thousand, a decrease from $504 thousand at the end of 2023[67] - As of June 30, 2024, the company's contract fulfillment assets were $1.136 million, down from $1.256 million at the end of 2023[64] - The total remaining performance obligations (RPO) as of June 30, 2024, amounted to $2.2 million, expected to be recognized over the product's manufacturing term[66] Lease and Operating Activities - Right-of-use assets obtained in exchange for operating lease liabilities amounted to $120,000 for the six months ended June 30, 2024, compared to $465,000 in the same period of 2023[32] - The company has a weighted average remaining lease term of 0.86 years for its operating leases as of June 30, 2024[46] - Monthly lease payments for the original office space in Omer, Israel, are approximately $7,000, while payments for the Ramat Gan office space are about $25,000[45] Development and Future Outlook - The company has been approved by the Israel Innovation Authority to enhance its production line and capabilities over the next 24 months, with a royalty obligation of 3% on the funding received[71] - The company has no assurance that forward-looking statements will occur due to various risks and uncertainties associated with its business[10]

As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. 333-273285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 6 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.) Suite ...

As filed with the Securities and Exchange Commission on June 24, 2024 Registration No. 333-273285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 5 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.) Suite ...

Financial Performance - Total revenues for the three months ended March 31, 2024, were $187,000, a decrease of 38.3% compared to $303,000 for the same period in 2023[19]. - The net loss for the three months ended March 31, 2024, was $3,162,000, compared to a net loss of $2,686,000 in the same period of 2023, representing an increase of 17.7%[19]. - Operating loss for the three months ended March 31, 2024, was $3,364,000, an increase of $585,000 or 21% compared to an operating loss of $2,779,000 in 2023[80]. - Cash used in operating activities was $1,230,000 for the three months ended March 31, 2024, compared to $2,474,000 in the same period of 2023[82]. Revenue Breakdown - Development services revenue from a Fortune 500 customer amounted to $106 thousand, while product revenue was $81 thousand, down from $197 thousand in the previous year[51]. - For the three months ended March 31, 2024, total revenue was $187 thousand, a decrease of 38.3% compared to $303 thousand for the same period in 2023[51]. - Revenues for the three months ended March 31, 2024, were $187,000, a decrease of $116,000 or 38% compared to $303,000 in the same period of 2023[64]. Expenses - Research and development expenses increased to $1,567,000 in Q1 2024, up 12.1% from $1,398,000 in Q1 2023[19]. - Sales and marketing expenses rose to $234,000, an increase of $58,000 or 33% compared to $176,000 in the same period of 2023[76]. - General and administrative expenses increased to $1,340,000, up $382,000 or 40% from $958,000 in the prior year[79]. - The company reported total stock-based payment expenses of $500 thousand for the three months ended March 31, 2024, compared to $348 thousand in the same period of 2023[50]. Assets and Equity - Total assets decreased to $20,541,000 as of March 31, 2024, down 10.0% from $22,829,000 as of December 31, 2023[15]. - Cash and cash equivalents decreased to $7,362,000 as of March 31, 2024, down 17.7% from $8,945,000 at the end of 2023[15]. - Total shareholders' equity decreased to $15,145,000 as of March 31, 2024, down 15.0% from $17,807,000 as of December 31, 2023[18]. Future Outlook - The company expects to continue incurring significant research and development costs, requiring additional funding to sustain future operations until profitability is achieved[31]. - The company expects to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution as it continues to develop its I4.0 solutions[90]. Contractual Obligations - Remaining Performance Obligations (RPO) as of March 31, 2024, totaled $2.2 million, expected to be recognized over the product's manufacturing term[54]. - Contract liabilities decreased to $2,247 thousand from $2,322 thousand, with revenue recognized during the period amounting to $75 thousand[53]. - As of March 31, 2024, total contract fulfillment assets were $1,196 thousand, a decrease from $1,256 thousand at the end of 2023[52]. Lease Obligations - Monthly lease payments for the original office space are approximately $7 thousand, while the Ramat Gan office space incurs monthly payments of about $25 thousand[39]. - The total future lease payments under operating leases amount to $1,547 thousand, with a total lease liability balance of $1,251 thousand as of March 31, 2024[41]. - The company has an option to terminate the lease for the original office space after three years, with the lease extended until December 31, 2028[38].

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No. 333-273285 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 4 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.) Suite ...

Revenue Dependence and Customer Risks - The company reported that a single customer accounted for approximately 98% of its revenues for 2023, down from 81% in 2022, indicating a significant reliance on this customer for future revenue [91]. - The company has initiated proactive market penetration into industries beyond the biomedical sector, such as defense and aviation, to diversify its revenue streams [93]. Financial Position and Funding Challenges - As of December 31, 2023, the company's cash and short-term deposit balance was $17 million, highlighting potential funding challenges for growth and product development [89]. - The company may require substantial additional funding to support operations and product development, with no assurance that financing will be available on acceptable terms [89]. - The company has not achieved profitability in any full fiscal year since inception, raising concerns about its ability to sustain operations and growth [85]. Operational and Market Risks - The company is facing risks related to political and military instability in Israel, which could negatively impact operations and financial results [83]. - Inflationary pressures in the U.S. may lead to increased operating costs and reduced demand for the company's products, adversely affecting profitability [97]. - The company anticipates facing competition from established technologies and larger firms with greater resources, which could hinder its market position and profitability [105]. Regulatory and Compliance Risks - The company is subject to various anti-bribery and anti-corruption laws, which could lead to significant penalties and adverse consequences if violated [106]. - Regulatory compliance for new technologies may delay marketing and impose costly procedures, affecting revenue generation [125]. - The company may face product liability claims and regulatory actions that could divert management's attention and harm its business [122]. Intellectual Property and Technology Risks - The company may face challenges in obtaining patents or protecting its proprietary technology, which could hinder its competitive advantage [107]. - The enforcement of intellectual property rights can be costly and uncertain, potentially diverting management's attention and resources [108]. - There is a risk of infringement claims that could lead to costly litigation and impact the company's operations [118]. - The company plans to rely on a combination of copyrights, trademarks, and trade secrets to protect its intellectual property, but enforcement may be limited [109]. Human Resources and Talent Management - The company relies on highly skilled personnel, and failure to attract or retain such talent could impact operational effectiveness [126]. - The company may face challenges in attracting and retaining qualified personnel, which could adversely affect its business and financial results [128]. Stock and Corporate Governance Issues - Mr. Arkin holds approximately 55.60% of the company's Common Stock, which may lead to conflicts of interest and limit the influence of minority stockholders [133]. - The company's Common Stock is currently classified as a "penny stock," which imposes additional sales practice requirements on broker-dealers and may affect liquidity [143]. - Future issuances of Common Stock could dilute the ownership interests of current stockholders [149]. - The company may face significant costs associated with compliance to federal securities laws, impacting its financial condition [148]. - The trading of the company's Common Stock on the OTC Markets is characterized by volatility and thin trading, which could depress its market price [138]. - The company may be considered a "controlled company" if it lists on Nasdaq, potentially relying on exemptions from certain corporate governance requirements [134]. Cybersecurity and Operational Continuity - Cybersecurity threats pose risks to the company's information systems, which could harm its reputation and business operations if breached [131]. Impact of Current Events - The ongoing war in Israel, which escalated on October 7, 2023, has not yet had a material adverse effect on the company's business, although minor disruptions have occurred [156]. - The company has experienced some difficulties in traveling outside of Israel and occasional rocket fire on municipalities where its offices are located, requiring temporary shelter for employees [156]. - The company has taken measures to mitigate the effects of the war, including work-from-home policies and increased employee overtime [156]. Currency and Exchange Rate Risks - The company is exposed to currency fluctuation risks as some expenses are in New Israeli Shekels (NIS), while revenues are primarily in U.S. dollars [167]. - Exchange rate movements have impacted the company's consolidated revenues and operating results, with ongoing global political and economic uncertainty expected to continue affecting financial results [168]. Employee Rights and Legal Risks - The company may face claims for remuneration or royalties for assigned service invention rights by employees, which could result in litigation and adversely affect its business [172]. Reporting and Disclosure - The company is classified as a smaller reporting company and is not required to provide the information required by Item 7A [279].

As filed with the Securities and Exchange Commission on February 20, 2024 Registration No. 333-273285 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.) Su ...