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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 30, 2023
ODYSIGHT.AI
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-188920 |
|
847-4257143 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
Suite
7A and 3B,
Industrial
Park
P.O.
Box 3030, Omer,
Israel |
|
8496500 |
(Address
of principal executive offices) |
|
(Zip
Code) |
+972
73 370-4691
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Not
Applicable |
|
Not
Applicable |
|
Not
Applicable |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
August 30, 2023, Odysight.ai, Inc. (the “Company”) issued a press release announcing that it had posted a letter to
shareholders on the Company’s investor relations website at https://www.odysight.ai/ (the “Shareholder Letter”)
following the recent filing of its Form 10-Q for the quarterly period ended June 30, 2023. The press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1)
is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed to be incororated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained
herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
ODYSIGHT.AI
INC. |
|
|
|
Date:
August 30, 2023 |
By: |
/s/
Tanya Yosef |
|
Name:
|
Tanya
Yosef |
|
Title:
|
Chief
Financial Officer |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1577445/000149315223030622/ex99-1_001.jpg)
Odysight.ai
Inc. Announces Website Posting of Letter to Shareholders
OMER,
Israel, August 30, 2023 – Odysight.ai Inc. (OTCQB: SCTC), a leading provider of visual based predictive maintenance (PdM)
and condition-based monitoring (CBM) solutions, today announced that it had posted a letter to shareholders on the Company’s investor
relations website at https://www.odysight.ai/ following the recent filing of the Company’s Form 10-Q for the quarterly period ended
June 30, 2023. The letter to shareholders is reproduced below.
Dear
esteemed shareholder,
It
has been nearly a year since I assumed the role of CEO at Odysight.ai, formerly known as ScoutCam Inc. (SCTC). Joining Odysight.ai was
an exciting opportunity, and our trajectory during this period has been nothing short of transformative for us and, we soon hope, for
the industries we serve. I am eager to update you on numerous important changes, as Odysight.ai increasingly shows the promise of a company
poised for substantial growth.
When
I arrived at Odysight.ai Inc. (then named Scoutcam Inc.), the company was in search of direction and clients for its unique technology:
highly resilient miniature video cameras that had been successfully tested and used in a NASA commissioned project in outer space and
by Westinghouse International in monitoring Uranium rods within the core of nuclear plants. Our cameras were also being used and tested
as the visual system of a highly sophisticated minimally invasive surgical device intended for orthopedic surgery by a leading U.S.-based
Fortune 500 healthcare corporation.
However,
in the last year we have changed our focus, seeking to become a global full solutions provider of video analytics-based systems by implementing
software, algorithms and AI/ML, both on premises and in the cloud, to alert users of safety critical events before they occur and predict
problems before they create critical impact or system failure.
We
are building on the proven abilities of our microsensors in the medical field and even in outer space, both safety critical industries.
Based on the same core technology, we are seeking to enter additional verticals such as aviation, energy, transportation, infrastructure,
elevators and more. We believe that any vision begins with the ability to look inward, generate insights and embark on a path of leadership.
Our promise: we enable our customers to become leaders through groundbreaking video sensor-based solutions combined with AI-based insight
for critical systems.
In
the last year, a lot has happened and changed:
Medical
The
Fortune 500 company for which we developed the highly sophisticated visual solution recently received FDA approval and launched its state
of the art minimally invasive surgical device in the U.S. market. To date, we have received a purchase order for $1.45M,
which reflects expected revenues of $2.5M in 2023, the first year of the product launch. Building on this momentum,
we are pleased to inform you that we have entered into a tentative agreement to amend our existing terms with
this customer. The revised terms include a commitment for certain minimum order quantities for 2023 and 2024 fiscal years, as well
as a higher price point for our products. While specific details are subject to formalization and could change, we are optimistic
that these enhanced terms will not only solidify our relationship with this key customer but also contribute to increased revenue streams
going forward.
Condition
Based Monitoring (CBM), Predictive Maintenance (PdM) and Health Monitoring Systems (HMS)
The
industry 4.0 revolution underway in numerous industries is boosting demand for sensor-based solutions and is increasingly becoming a
requirement from government organizations in the U.S. and globally. One example is USDOD instruction 5121.22. on condition-based maintenance
(CBM) that provides: “Life-cycle managers will accept and adopt CBM as the DoD strategy to sustain weapon system readiness in the
most cost-effective manner, as maintenance requirements are the dominant driver of weapon system cost and availability.”
Odysight.ai’s
solution enables the collection of critical data and at the same time performs analytics for improvement of critical system health. Leveraging
the use of our highly resilient video cameras as visual sensors with our proven video analytic capabilities, we provide customers in
various sectors vision into the heart of their critical systems, enabling them to see and monitor areas that were never previously accessible.
In addition, our proprietary AI algorithms provide alerts and trends on various faults and anomalies that may occur. Our state-of-the-art
solutions support on-platform architecture as well as cloud-based requirements.
In
this way, Odysight.ai is pioneering the use of visualization and video analytic solutions accompanied by specially trained AI models
in hard-to-reach locations and harsh environments, across diverse predictive maintenance (PdM) and condition based monitoring (CBM) use
cases in aviation and defense, transportation, and other critical sectors of industry.
Our
value proposition is simple and clear: increase safety, decrease downtime, generate insights through predictive maintenance and save
our customers money.
Aviation
and Defense
● |
In February 2023, Odysight.ai
announced the completion of a major development stage in the use of the company’s real time video monitoring system for an unmanned
aircraft system (UAS) with Elbit Systems Ltd., an international high technology company engaged in a wide range of defense, homeland
security and commercial programs throughout the world. The system includes highly resilient video sensors, embedded software and AI-based
algorithms. Odysight.ai’s solution is highly relevant to the growing UAV/UAS defense sector, as it brings visibility inside a flying
unmanned platform. |
|
|
● |
In March 2023, Odysight.ai obtained AS9100D Certification
for the aviation, space and defense industries in addition to the previously received FDA and EU certifications. |
|
|
● |
In June 2023, Odysight.ai participated in the Paris Air
Show. The company drew attention and obtained multiple business leads, including from leading aviation companies in the U.S., Europe,
Japan, Canada, South Korea, Australia and Brazil. |
|
|
● |
In July 2023, the company announced that Israel Aerospace
Industries (IAI), an Israel-based multi-billion-dollar leader in defense, aerospace and commercial markets, selected Odysight.ai’s
advanced visual sensing and video analytics technology, which employs highly resilient video sensors, embedded software and AI algorithms,
in a cutting-edge health monitoring system for UH60 (Blackhawk) helicopters. If successful, the solution may lead to significant revenues
for the company given the thousands of UH60 helicopters that currently exist worldwide. |
Other
Corporate Developments
● |
In March 2023, Odysight.ai
raised $14 million through a private placement. These proceeds are expected to be used for working capital and general corporate purposes,
including to further advance the company’s innovative products and technology in the fields of PdM and CBM, critical pillars of
Industry 4.0. The private placement was led by existing investors Mr. Mori Arkin and subsidiaries of the Phoenix Holdings Ltd. |
|
|
● |
In June 2023, Odysight.ai executives, including the Chairman
of the Board, myself and Mr. Arkin, who is also a board member and our largest shareholder, purchased company stock at a total purchase
price of $6 million from Medigus Ltd. and certain affiliates. The purchase was a result of their strong belief in the future potential
of the company. |
|
|
● |
In June 2023, the company
announced a corporate rebranding and changed its name to Odysight.ai to reflect the company’s strategic transformation into a leading
global provider of innovative, custom-tailored visualization solutions to organizations across multiple industries. |
Management
Team
The
only thing more exciting than the products that we are developing is the amazingly talented and experienced management team we have been
able to assemble within the company. We have compiled a team of experts in computer programming, algorithms, AI, optics mechanical and
electronic engineering, including experienced managers from some of Israel’s top aerospace and defense companies, the Israeli Air
Force and leading software and AI companies.
Our
Future
Odysight.ai
Inc. began as a miniature video camera company. About two years ago, it became apparent that the company had the potential to create
a revolution within what has been called the “fourth industrial revolution” (Industry 4.0) by introducing a revolutionary
concept, product and solution based on highly resilient video cameras used as visual sensors installed within machines in hard-to-reach
locations in extreme environments. By applying video analytics, cloud based big data analytics and AI to the data acquired from these
video cameras, we are transforming CBM and PdM, thereby allowing our clients to be able to see what others do not and perceive what others
cannot.
Thank
You
Yehu
Ofer
CEO
About
Odysight.ai
Odysight.ai
is pioneering the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform. Providing
video sensor-based solutions for critical systems in the aviation, transportation, and energy industries, Odysight.ai leverages proven
visual technologies and products from the medical industry. Odysight’s.ai unique video-based sensors, embedded software, and AI
algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. Odysight’s.ai
platform allows maintenance and operations teams visibility into areas which are inaccessible under normal operation, or where the operating
ambience is not suitable for continuous real-time monitoring. For more information, please visit: https://www.odysight.ai or follow
us on Twitter, LinkedIn and YouTube.
Forward-Looking
Statements
Information
set forth in this press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 relating to future events or our future performance. All statements contained in this press release that
do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to: (a) the company
showing promise of substantial growth and potential to enter new verticals, (b) results of the collaboration between Odysight.ai and
IAI (Israel Aircraft Industries) in the area of helicopter monitoring systems, (c) results, including any leads, from its participation
in the 2023 Paris Air Show, (d) potential for expanded cooperation with the Fortune 500 company, (e) expected use of proceeds of the
recent private offering and (f) potential to transform Industry 4.0, CBM and PdM. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other comparable terminology. Those statements are based on information we have when those statements are made or our
management’s current expectation and are subject to risks and uncertainties that could cause actual performance or results to differ
materially from those expressed in or suggested by the forward-looking statements. Factors that may affect our results, performance,
circumstances or achievements include, but are not limited to the following: (i) market acceptance of our existing and new products,
including those that utilize our micro Odysight.ai technology or offer Predictive Maintenance and Condition Based Monitoring applications,
(ii) lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the sale of our products, (iv) intense
competition in the medical device and related industries from much larger, multinational companies, (v) product liability claims, product
malfunctions and the functionality of Odysight.ai’s solutions under all environmental conditions, (vi) our limited manufacturing
capabilities and reliance on third-parties for assistance, (vii) an inability to establish sales, marketing and distribution capabilities
to commercialize our products, (viii) an inability to attract and retain qualified personnel, (ix) our efforts obtain and maintain intellectual
property protection covering our products, which may not be successful, (x) our reliance on single suppliers for certain product components,
including for miniature video sensors which are suitable for our Complementary Metal Oxide Semiconductor technology products, (xi) the
fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may
be costly, dilutive or difficult to obtain, (xii) the impact of pandemics, such as COVID-19 (coronavirus) and (xiii) the fact that we
conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical, global supply
chain and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each
jurisdiction. These and other important factors discussed in Odysight.ai’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission (“SEC”) on March 28, 2023 and our other reports filed with the SEC could cause actual results to
differ materially from those indicated by the forward-looking statements made in this press release. Except as required under applicable
securities legislation, Odysight.ai undertakes no obligation to publicly update or revise forward-looking information.
Investor
Relations Contact:
Miri
Segal
MS-IR
LLC
msegal@ms-ir.com
Tel:
+1-917-607-8654
Company
Contact:
Tanya
Yosef, CFO
tanya.yosef@odysight.ai
Tel:
+972 (73) 370 4691
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