Odysight.ai Inc美股招股说明书(2026-06-05版)

Up to $20,000,000 Common Stock We have entered into a sales agreement dated as of June 5, 2026, or the Sales Agreement, with Roth Capital Partners, LLC, or the Agent,relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of such Sales Agreement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $20,000,000 from time to time through or to the Agent, acting as our agent or principal. Our shares of common stock are traded on the Nasdaq Capital Market, or Nasdaq, and on the Tel Aviv Stock Exchange, or the TASE, underthe symbol “ODYS.” On June 4, 2026, the last reported sale price of our shares of common stock, as reported on Nasdaq was $4.33 per share and asreported on the TASE was NIS 11.91 per share. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Agent is not required to sell anyspecific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices, on mutually agreed terms between the Agent and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. The compensation to the Agent for sales of common stock sold pursuant to the Sales Agreement will be up to 3.0% of the gross proceeds ofany shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, includingliabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. The aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $63.5 million,which amount is based on 8,701,361 outstanding shares of common stock held by non-affiliates and a per share price of $7.30, which was the lastreported sale price of our common stock on Nasdaq on April 9, 2026. Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sellsecurities pursuant to the registration statement with a value more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. Duringthe prior 12-calendar-month period that ends on, and includes, the date of this prospectus supplement, we have not sold any securities pursuant toGeneral Instruction I.B.6. of Form S-3. An investment in our common stock involves significant risks. These risks are described under “Risk Factors” beginning on page S-6 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Roth Capital Partners The date of this prospectus supplement is June 5, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-9DIVIDEND POLICYS-10DILUTIONS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND MORE INFORMATIONS-13INCORPORATION BY REFERENCES-14 Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT1RISK FACTORS2FORWARD-LOOKING STATEMENTS3OUR BUSINESS5USE OF PROCEEDS7THE SECURITIES WE MAY OFFER8DESCRIPTION OF SHARES OF CAPITAL STOCK9DESCRIPTION OF SUBSCRIPTION RIGHTS13DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS27DESCRIPTION OF UNITS28FORMS OF SECURITIES29PLAN OF DISTRIBUTION31LEGAL MATTERS34EXPERTS34WHERE YOU CAN FIND MORE INFORMATION35INCORPORATION BY REFERENCE36S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains specific information about the terms on which weare offering and selling our common stock and also adds to and updates information contained in the accompanying prospectus and documentsincorporated by reference herein and therein. Under this prospectus supplement and the accompanying prospectus, we may offer and sell shares ofour common stock having an aggre