Odysight.ai Inc美股招股说明书(2025-09-30版)

This prospectus relates to the resale, from time to time, by the selling stockholders named herein, referred to as the Selling Stockholders, or their pledgees, donees, transferees, orother successors-in-interest, of up to an aggregate of 2,144,583 shares of common stock of Odysight.ai Inc. which are held by the Selling Stockholders as a result of a private placementequity financing by Odysight.ai in July 2024. Our common stock is listed on the Nasdaq Capital Market under the symbol “ODYS”. On September 25, 2025, the last reported sale price of our common stock on the Nasdaq CapitalMarket was $4.55 per share. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section entitled “Plan ofDistribution” beginning on page 15 of this prospectus. We will not receive any proceeds from the sale of the shares of common stock offered hereby. All net proceeds from the sale ofthese shares will go to the Selling Stockholders. We do not know when or in what amounts the Selling Stockholders may offer the shares of common stock for sale. The SellingStockholders may sell any, all or none of the shares of common stock offered by this prospectus. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be consideredin connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 30, 2025. TABLE OF CONTENTS Throughout this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” “Odysight.ai,” “the Company,” and “our Company” refer to Odysight.ai Inc. and all of oursubsidiaries, including our wholly-owned subsidiaries, Odysight.ai Ltd. and D. VIEW Ltd., private companies organized under the laws of the State of Israel, and Odysight.Ai Eu S.r.l., aprivate company organized under the laws of Italy. You should rely only on the information contained in this prospectus, including information incorporated by reference herein. Neither we nor the Selling Stockholders haveauthorized anyone else to provide you with different information.We take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Theinformation contained in this prospectus, including information incorporated by reference herein, is current only as of its date. You should also read this prospectus togetherwith the additional information described under “Where You Can Find Additional Information.” ABOUT THIS PROSPECTUS This prospectus, including information incorporated by reference herein, is part of a registration statement that we have filed with the Securities and Exchange Commission, or theSEC. The Selling Stockholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus, includinginformation incorporated by reference herein, includes important information about us, the shares of common stock being offered by the Selling Stockholders and other information youshould know before investing. This prospectus, including information incorporated by reference herein, does not contain all of the information provided in the registration statement thatwe filed with the SEC. You should read this prospectus, including information incorporated by reference herein, together with the additional information about us described in the sectionbelow entitled “Where You Can Find Additional Information.” You should rely only on information contained in this prospectus, including information incorporated by reference herein.We have not, and the Selling Stockholders have not, authorized anyone to provide you with information different from that contained in this prospectus, including informationincorporated by reference herein. The information contained in this prospectus, including information incorporated by reference herein, is accurate only as of the date on the front cover ofthe prospectus. You should not assume that the information contained in this prospectus, including information incorporated by reference herein, is accurate as of any other date. The Selling Stockholders may offer and sell the shares of common stock covered by this prospectus directly to purchasers, through agents selected by the Selling Stockholders, or toor through underwriters or dealers. See “Plan of Distribution.” SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the information incorporated by reference into th