Odysight.ai Inc. Announces $11M Underwritten Public Offering, Ends ATM

What Happened

• Odysight.ai Inc. (ODYS) filed an 8-K on August 21, 2026 disclosing that on August 20, 2026 it entered an underwriting agreement with Roth Capital Partners, LLC to sell 3,437,500 shares of common stock in a firm commitment underwritten public offering at $3.20 per share, for expected gross proceeds of $11.0 million. The company granted the underwriters a 30‑day option to buy up to an additional 515,625 shares (15% of the Firm Shares). The offering is being made under the company’s effective Form S-3 shelf registration and the deal is expected to close on or about August 21, 2026, subject to customary conditions.
• The 8-K also states that Odysight terminated its June 5, 2026 Sales/ATM Agreement with Roth Capital, which had authorized an at-the-market program of up to $20.0 million; no shares were sold under that ATM program.

Key Details

• Offering size: 3,437,500 Firm Shares at $3.20/share → $11.0M gross proceeds (before fees).
• Overallotment: 30‑day option for up to 515,625 additional shares (15%).
• Underwriting fees & expenses: 6.5% underwriting discount on gross proceeds; up to $75,000 reimbursement for certain representative expenses.
• Lock-up: Company and its directors/officers agreed to customary 45-day resale restrictions (with specified exceptions).

Why It Matters

• This transaction provides Odysight with near-term capital (approximately $11M before fees) to fund R&D, sales and marketing, scaling commercial operations, working capital and general corporate purposes — resources that can support growth initiatives without relying on the previously planned ATM program.
• The firm-commitment structure (vs. ATM) means the underwriters are purchasing the shares for resale, giving the company funding certainty at closing, while the underwriting discounts and lock-up period are typical costs and restrictions investors should note.