As filed with the Securities and Exchange Commission on December 20, 2023 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) Registration No. 333-273285 (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 ...

Financial Performance - Revenues for the nine months ended September 30, 2023, were $1,087,000, a 114% increase compared to $506,000 for the same period in 2022[21]. - Gross loss decreased to $561,000 for the nine months ended September 30, 2023, compared to a gross loss of $773,000 in the same period of 2022, reflecting a 27.4% improvement[21]. - Operating loss for the nine months ended September 30, 2023, was $8,770,000, compared to $7,675,000 for the same period in 2022, indicating a 14.3% increase in losses[21]. - Net loss for the nine months ended September 30, 2023, was $8,104,000, slightly higher than the net loss of $7,804,000 in the same period of 2022, representing a 3.8% increase[21]. - Revenues for the three months ended September 30, 2023, were $110,000, a decrease of $24,000, or 18%, from $134,000 for the same period in 2022[104]. - Cost of revenues increased by 29% to $1,648,000 for the nine months ended September 30, 2023, up from $1,279,000 in 2022[81]. - Sales and marketing expenses increased by 42% to $877,000 for the nine months ended September 30, 2023, up from $617,000 in 2022[90]. - General and administrative expenses for the nine months ended September 30, 2023, were $3,225,000, a decrease of $37,000, or 1%, compared to $3,262,000 for the same period in 2022[94]. Assets and Cash Flow - Total assets increased to $24,556,000 as of September 30, 2023, up from $16,895,000 at the end of 2022, representing a 45.5% growth[15]. - Cash and cash equivalents rose to $15,938,000 as of September 30, 2023, compared to $10,099,000 at the end of 2022, marking a 57.5% increase[15]. - The company accumulated a deficit of approximately $32.9 million as of September 30, 2023, primarily funded by shareholders[40]. - Cash used in operating activities for the nine months ended September 30, 2023, was $7,338,000, compared to $4,107,000 for the same period in 2022, representing an increase of $3,231,000, or 78.7%[96][98]. - Cash provided by financing activities during the nine months ended September 30, 2023, was $13,835,000, consisting of cash proceeds from issuance of shares and warrants[102]. - The company's cash and short-term deposit balance as of September 30, 2023, was $19.5 million, indicating a need for substantial additional funding to support operations and product development[153]. Research and Development - Research and development expenses for the nine months ended September 30, 2023, were $4,107,000, up from $3,023,000 in the same period of 2022, indicating a 36% increase[21]. - The company expects to continue incurring significant research and development costs, necessitating additional funding to sustain operations until profitability is achieved[40]. - The company expects research and development expenses to continue increasing as it expands its focus on I4.0 domain activities[88]. - Research and development expenses for the three months ended September 30, 2023, were $1,354,000, an increase of $306,000, or 29%, compared to $1,048,000 for the same period in 2022[111]. Shareholder and Stock Information - The company issued 3,294,000 shares and warrants during the nine months ended September 30, 2023, contributing to additional paid-in capital of $13,818,000[24]. - Mr. Arkin beneficially owns approximately 55.62% of the Common Stock, which gives him significant control over corporate decisions[198]. - As of September 22, 2023, directors, executive officers, principal stockholders, and affiliated entities own approximately 84.56% of the outstanding voting securities, allowing them to exert substantial influence over company decisions[211]. - Future issuances of Common Stock or other securities may dilute the ownership interests of current stockholders, particularly in connection with capital raising activities and employee retention[210]. Risks and Challenges - The company has not achieved profitability in any full fiscal year since inception, raising concerns about its ability to sustain operations and growth[148]. - The company is reliant on third-party suppliers for most components, which could hinder its ability to meet product demand in a timely and cost-effective manner[163]. - The company faces significant risks from weakened global economic conditions, which could adversely affect its financial performance and operations[159]. - The ongoing effects of the COVID-19 pandemic remain unpredictable and could significantly impact future results and overall financial performance[162]. - The company may struggle to establish effective sales, marketing, and distribution capabilities, which are crucial for commercializing its products[149]. - The company anticipates competition from customers, which could adversely affect its market position and financial results[154]. - The company may not be able to manage its growth effectively, which could impair its business and operational capabilities[154]. - The company is subject to various regulatory risks, including compliance with anti-bribery and anti-corruption laws, which could lead to penalties and other adverse consequences[154]. - The company may face challenges in enforcing its patents, especially in foreign jurisdictions, which could limit its ability to protect its intellectual property[178]. Market and Economic Conditions - The impact of military conflicts, such as the ongoing situation between Russia and Ukraine, may adversely affect financial markets and the global economy[209]. - Sanctions imposed by the United States and other countries in response to geopolitical conflicts could exacerbate market instability[209]. - General market conditions and external factors beyond the company's control may influence its financial performance[209]. - The volatility of the stock market, particularly for life sciences companies, may not relate to the company's operating performance and could lead to litigation[205]. Compliance and Legal Issues - The company may be subject to product liability claims, which could divert management's attention and harm its business[187]. - Compliance with anti-bribery and anti-corruption laws is critical, as violations could lead to severe penalties and damage to the company's reputation[171]. - The company may struggle to protect its intellectual property rights, which could diminish the value of its proprietary technology and lead to increased legal expenses[181]. - Infringement claims from other parties could result in costly litigation and divert management resources, impacting overall business operations[182].

As filed with the Securities and Exchange Commission on September 27, 2023 Registration No. 333-273285 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.) S ...

Financial Performance - Revenues for the six months ended June 30, 2023, were $977,000, a 163% increase compared to $372,000 for the same period in 2022[21]. - Revenues for the three months ended June 30, 2023, were $674,000, an increase of $304,000, or 82%, compared to $370,000 for the same period in 2022[100][101]. - Gross loss decreased to $350,000 for the six months ended June 30, 2023, compared to a gross loss of $477,000 for the same period in 2022, reflecting improved operational efficiency[21]. - Gross loss for the three months ended June 30, 2023, was $103,000, a decrease of $88,000, or 46%, compared to a gross loss of $191,000 for the same period in 2022[100][105]. - Operating loss for the six months ended June 30, 2023, was $5,898,000, compared to an operating loss of $5,350,000 for the same period in 2022[21]. - Operating loss for the three months ended June 30, 2023, was $3,119,000, an increase of $538,000 compared to an operating loss of $2,581,000 for the same period in 2022[100][115]. - Net loss for the six months ended June 30, 2023, was $5,562,000, slightly higher than the net loss of $5,560,000 for the same period in 2022[21]. Expenses - Research and development expenses rose to $2,753,000 for the six months ended June 30, 2023, up 39.2% from $1,975,000 in the same period of 2022[21]. - Research and development expenses for the three months ended June 30, 2023, were $1,355,000, an increase of $334,000, or 33%, compared to $1,021,000 for the same period in 2022[100][108]. - Sales and marketing expenses increased by 50% to $669,000 for the six months ended June 30, 2023, from $446,000 in 2022[86]. - Sales and marketing expenses for the three months ended June 30, 2023, were $493,000, an increase of $290,000, or 143%, compared to $203,000 for the same period in 2022[100][110]. - General and administrative expenses decreased by 13% to $2,126,000 for the six months ended June 30, 2023, compared to $2,452,000 in 2022[90]. - Total stock-based payment expenses for the six months ended June 30, 2023, amounted to $685,000, distributed across various expense categories[60]. Assets and Equity - Total assets increased to $26,409,000 as of June 30, 2023, up from $16,895,000 at the end of 2022, representing a 56.5% growth[15]. - Total shareholders' equity increased to $20,796,000 as of June 30, 2023, from $11,786,000 at the end of 2022, marking a 76.2% increase[18]. - Cash and cash equivalents decreased to $3,319,000 as of June 30, 2023, down from $10,099,000 at the end of 2022, indicating a cash outflow[15]. - The accumulated deficit as of June 30, 2023, was approximately $30.3 million, compared to $24.8 million as of December 31, 2022[122]. Funding and Capital - The company issued 3,294,000 shares and warrants, raising $13,887,000 in additional paid-in capital during the first half of 2023[24]. - The company raised $14 million through a private placement on March 16, 2023, selling 3,294,117 units at a price of $4.25 per unit[51]. - The company expects to incur significant research and development costs, necessitating additional funding to continue operations until profitability is achieved[39]. - The company expects to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution[124]. Lease and Liabilities - As of June 30, 2023, the company had total lease liabilities of $571,000, with future lease payments totaling $622,000[50]. - The company has a weighted average remaining lease term of 0.9 years and a weighted average discount rate of 6% as of June 30, 2023[49]. - The company had 1,596,675 stock options outstanding at the end of the period, with a weighted average exercise price of $3.68[57]. Product and Technology - The company’s products utilize micro visualization technology for minimally invasive medical procedures, targeting various industries including aviation and energy[37]. - Remaining Performance Obligations (RPO) as of June 30, 2023, amounted to $2.9 million, expected to be recognized over the product's manufacturing term[64]. Cash Flow - Cash used in operating activities was $5,083,000 for the six months ended June 30, 2023, compared to $2,398,000 in 2022[93]. - Cash used in investing activities was $15,557,000 for the six months ended June 30, 2023, compared to cash provided of $1,458,000 in 2022[98]. - Cash used in operating activities for the three months ended June 30, 2023, was $2.6 million, consisting of a net loss of $2.9 million[116][118].

As filed with the Securities and Exchange Commission on July 17, 2023 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) (Primary Standard Industrial Classification Code Number) Nevada 7370 47-4257143 (I.R.S. Employer Identification No.) Suites 7A and 3B, Industrial Pa ...

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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended March 31, 2023 ☐ 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. 333-188920 SCOUTCAM INC. (Exact name of registrant as specified in its charter) Nevada 47-4257143 (State or other jurisdiction of incorpor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-188920 SCOUTCAM INC. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-K (Mark One) Tel: +972 73 370-4691 Securities registered pursuant to Section 12(g) of the Act: None Nev ...