{"url_path":"/sec/odys/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1577445/0001493152-26-027515-index.html","accession_number":"0001493152-26-027515","cik":"0001577445","ticker":"ODYS","issuer_name":"Odysight.ai Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1577445/0001493152-26-027515-index.html","primary_entity_key":"0001577445","primary_entity_name":"Odysight.ai Inc."},"word_count":708,"has_tables":true,"body_markdown":"**Item 1.01\nEntry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 5, 2026, Odysight.ai Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth\nCapital Partners, LLC (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s common\nstock, par value $0.001 per share, having an aggregate offering price of up to $20,000,000 (“Shares”) in “at the market\nofferings” through or to the Agent, as sales agent and/or principal. Sales can be made by any method deemed an “at-the-market\noffering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), or through\nprivately negotiated transactions. Sales of the Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise\nagreed with the Agent.\n\n \n\nThe\nCompany is not obligated to sell, and the Agent is not obligated to sell or offer to sell, any Shares under the Sales Agreement. No assurance\ncan be given that the Company will sell any Shares under the Sales Agreement, or, if it does, as to the price or amount of Shares that\nit sells or the dates when such sales will take place. Each time the Company wishes to issue and sell the Shares under the Sales Agreement,\nthe Company will provide the Agent with a placement notice describing the number or dollar value of Shares, the time period during which\nsales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which\nsales may not be made. We or the Agent may suspend the offering of Shares pursuant to a placement notice upon notice and subject to other\nconditions. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts, consistent\nwith its normal trading and sales practices, and applicable state and federal laws, rules and regulations and the rules of the Nasdaq\nto sell the Shares under the terms and subject to the conditions of the placement notice.\n\n \n\nThe\nAgent will receive a commission from the Company of up to 3.0% of the gross proceeds of any Shares sold under the Sales Agreement.\nWe have agreed to reimburse the Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable\nand documented fees and expenses of its legal counsel) in an amount not to exceed $75,000, in connection with entering into\nthe Sales Agreement and for the Agent’s reasonable and documented out-of-pocket expenses related to quarterly maintenance of the\nSales Agreement (including but not limited to the reasonable and documented fees and expenses of its legal counsel) on a quarterly basis\nin an amount not to exceed $7,500.\n\n \n\nPursuant\nto the terms of the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities\nAct or the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required to make because of\nsuch liabilities.\n\n \n\nThe\nShares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 293080), including a base\nprospectus contained therein, filed with the Securities and Exchange Commission on January 30, 2026, and declared effective on February\n6, 2026.\n\n \n\nThe\nSales Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination\nprovisions. The foregoing descriptions of terms and conditions of the Sales Agreement do not purport to be complete and are qualified\nin their entirety by the full text of the form of the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1.\n\n \n\nThe\nlegal opinion and consent of Greenberg Traurig P.A. relating to the validity of the Shares that may be sold pursuant to the Sales Agreement\nis filed herewith as Exhibit 5.1.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein,\nnor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be\nunlawful prior to registration or qualification under the securities laws of any such state."}