Establishing the ATM program does not obligate the Company to issue or sell any shares, and there can be no assurance that the Company will issue and sell any shares under the ATM program. The Company retains full control over whether, when, at what price, and to what extent the ATM program is used.
This move is designed to provide Odysight.ai with added financial flexibility, enabling the Company to continue advancing its strategic and commercial objectives from a position of stability and for the benefit of all of its stakeholders.
The shares will be offered pursuant to a sales agreement between the Company and Roth Capital Partners, LLC, as sales agent. Sales may be made by any method permitted by law to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including in ordinary brokers’ transactions on the Nasdaq Capital Market at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, in block transactions, as otherwise agreed with the applicable sales agent, by means of any other existing trading market for the Company’s common stock, to or through a market maker other than on an exchange, or through a combination of any such methods of sale. Sales may be made at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and, as a result, sales prices may vary.
The prospectus supplement filed on
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, solicitation or sale will be made only by means of the prospectus supplement and the accompanying prospectus.
About Odysight.ai®
Odysight.ai, incorporated in Nevada, U.S., with subsidiaries in Europe and Israel, is advancing the Predictive Maintenance (PdM) and Condition-Based Monitoring (CBM) markets through an AI platform for critical systems across aviation and aerospace, transportation, energy, and industrial sectors. By combining advanced visual sensing, real-time analytics, and AI-driven insights, Odysight.ai helps organizations improve safety, efficiency, and operational intelligence. Its technology has been deployed in projects with NASA, the U.S. Department of Defense, and leading aerospace OEMs, delivering measurable improvements in system reliability and maintenance performance.
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www.odysight.aihttps://www.linkedin.com/company/odysightai
Forward-Looking Statements
Information set forth in this news 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, statements regarding the establishment and potential utilization of the At-The-Market (ATM) program, the Company’s financing plans and financial flexibility, and future applications of the Company’s technology. 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) our ability to scale up our operations, including market acceptance and large-scale adoption of our vision-based sensor products, (ii) the amount and timing of future sales and our long and unpredictable sales cycles, (iii) our estimates regarding expenses, backlog, future revenue, capital requirements and need for additional financing, (iv) our ability to access the capital markets on acceptable terms or at all, (v) the dilutive impact of any sales of shares under the ATM program, (vi) compliance with existing laws and regulations and regulatory developments in the United States, Israel, and other jurisdictions, (vii) our financial performance and history of operating losses, (viii) the overall global economic environment and trade tensions, including the adoption or expansion of economic sanctions, tariffs or trade restrictions, (ix) security, political and economic instability in the Middle East that could harm our business, including due to the security situation in Israel and military conflicts with Iran and terrorist organizations, (x) the increased expenses and requirements associated with being a listed public company on the Nasdaq Capital Market, or Nasdaq, and (xi) the unknown effect on the price of our common stock of the dual listing of our common stock on the Tel Aviv Stock Exchange, which took place on April 9, 2026. 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 19, 2026, 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.
Company Contact:
Einav Brenner, CFO
info@Odysight.ai
Investor Relations Contact:
Miri Segal, MS-IR LLC
msegal@ms-ir.com
Source: Odysight.ai Inc.
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