Odysight.ai Inc. 8-K

What Happened

• Odysight.ai Inc. (ODYS) announced on June 5, 2026 that it entered into a Sales Agreement with Roth Capital Partners, LLC under which the company may sell up to $20,000,000 of its common stock in “at-the-market” (ATM) offerings or through privately negotiated transactions. Sales, if any, would be made under the Company’s effective Form S-3 shelf registration (filed Jan 30, 2026; declared effective Feb 6, 2026).

Key Details

• Aggregate ATM capacity: up to $20,000,000 of common stock.
• Agent fees and expenses: Roth may receive up to 3.0% commission on gross proceeds; Odysight agreed to reimburse documented out-of-pocket agent expenses up to $75,000 initially and up to $7,500 per quarter for maintenance.
• Mechanics and limits: sales occur at prevailing market prices or as agreed; each placement requires a placement notice specifying amount, timing, daily limits and minimum price; either party may suspend an offering per the agreement.
• Legal and indemnity: Odysight agreed to customary indemnification for the agent; a legal opinion from Greenberg Traurig P.A. was filed with the 8-K.

Why It Matters

• This ATM arrangement gives Odysight.ai a flexible tool to raise capital opportunistically over time without a single large offering—useful for managing liquidity, funding operations, or supporting growth.
• Any issuance under the program would dilute existing shareholders and incur costs (commissions and reimbursed expenses). There is no commitment that Odysight will sell any shares or that sales will occur at particular prices or times, so immediate dilution is not guaranteed.