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): March 1925, 2026

ODYSIGHT.AI INC.

(Exact name of registrant as specified in its charter)

Nevada		001-42497		47-4257143
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

12 Abba Hillel Silver RD, Sasson Hugi Tower

Ramat Gan, Israel

5250606

(Address of principal executive offices)

(Zip Code)

+972 73 370-4690

(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
Common Stock, $0.001 par value per share		ODYS		Nasdaq Capital Market

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 23.02 ~~Results~~Unregistered Sale of ~~Operations~~Equity ~~and Financial Condition~~Securities.

On March 1917, ~~2026~~2023, Odysight.ai, Inc (formerly known as ScoutCam Inc.) (the “Company”) ~~issued~~filed a ~~press~~Current ~~release~~Report on Form 8-K (the “Prior 8-K”) announcing ~~financial~~that ~~results~~on ~~for~~March ~~full~~16, ~~year~~2023, ~~2025~~ the Company entered into and ~~providing~~consummated Stock Purchase Agreements for a private ~~business~~placement ~~update.~~with Moshe Arkin through his individual retirement account, The ~~press~~Phoenix ~~release~~Insurance isCompany ~~attached~~Ltd. toand ~~this~~Shotfut ~~Current~~Menayot Israel ~~Report~~– onPhoenix ~~Form~~Amitim ~~8-K~~(collectively, asthe ~~Exhibit~~“Investors”), 99in connection with the sale and issuance of an aggregate of 3,294,117 units (the “Units”).1 Each Unit consisted of: (i) one share of the Company’s common stock and is(ii) ~~incorporated~~one warrant ~~herein~~to bypurchase ~~reference~~one share of common stock with an exercise price of $5.50 (the “Warrants”).

~~The~~On ~~information~~March in25, ~~this~~2026, ~~Current~~the ~~Report~~Investors onexercised ~~Form~~Warrants ~~8-K~~to ~~(including~~purchase ~~Exhibit~~an ~~99.1~~aggregate ~~attached~~of ~~hereto)~~3,294,117 isshares ~~intended~~of tocommon bestock ~~furnished~~on ~~and~~a ~~shall~~cashless ~~not~~basis. beAs ~~deemed~~a ~~“filed”~~result ~~for purposes~~ of ~~Section 18 of~~ the ~~Securities~~cashless ~~Exchange Act of 1934~~exercises, ~~as amended (~~the ~~“Exchange~~Company ~~Act”) or~~issued ~~otherwise~~an ~~subject~~aggregate ~~to the liabilities~~ of ~~that section~~407,497 ~~nor~~shares ~~shall~~of itcommon bestock ~~deemed~~to ~~incorporated by reference in any filing under~~ the ~~Exchange Act, except as expressly set forth by specific reference in such filing~~Investors.

The information under Item 1.01 of the Prior 8-K regarding the unregistered shares of common stock, Warrants and shares of common stock underlying the Warrants described therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
99.1		Press release dated March 19, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 19, 2026	By:	/s/ Einav Brenner
Date: March 27, 2026	By:	/s/ Einav Brenner
	Name:	Einav Brenner
	Title:	Chief Financial Officer

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