Odysight.ai Inc. Announces Sales Agreement with Roth Capital Partners, LLC
Date: June 5, 2026
Ticker Symbol: [Company trades on the Nasdaq Capital Market]
Key Highlights from the SEC Form 8-K Report
- Sales Agreement Initiated: Odysight.ai Inc. (“the Company”) has entered into a Sales Agreement with Roth Capital Partners, LLC (the “Agent”) for the sale of its common stock, par value \$0.001 per share. This agreement allows the Company to issue and sell shares of its common stock through Roth Capital, acting as its sales agent.
- Registration Statement and Compliance: The Company’s registration statement on Form S-3 has been filed and declared effective by the SEC, allowing the sale of shares through this at-the-market (ATM) program. The registration statement and prospectus are in compliance with all material requirements under the Securities Act and Exchange Act.
- Plan of Distribution: Roth Capital Partners, LLC is named as the agent in the prospectus supplement for this ATM facility. The Company has not received any stop orders or threats of suspension from the SEC.
- Legal Opinion: The validity of the shares to be sold under the agreement is confirmed by a legal opinion from Greenberg Traurig P.A., filed as Exhibit 5.1.
Important Details for Shareholders
- Potential Share Dilution: As part of the ATM program, Odysight.ai may issue and sell new shares of common stock from time to time, which could lead to dilution of existing shareholders’ equity if significant amounts are sold.
- Use of Proceeds: The Company will use the net proceeds from these sales as described in the “Use of Proceeds” section of the prospectus, which typically includes working capital, general corporate purposes, and possibly acquisitions or investments.
- Ongoing Reporting and Compliance: Odysight.ai commits to keeping its registration statement effective and current, maintaining Nasdaq listing, and making all necessary filings with the SEC, including periodic updates on share sales and financials.
- No Material Adverse Effect: The Company represents that since its most recent financial statements, there has been no material adverse effect, no significant unreported transactions, and no major changes in capitalization outside of the ordinary course or as disclosed.
- No Preferential Rights or Undisclosed Dilution: No person has rights to force the Company to issue additional shares, and there are no outstanding undisclosed options, warrants, or convertible securities except as already disclosed in the filings.
- Financial Integrity: The Company’s financial statements are prepared in accordance with US GAAP, and the Company has maintained appropriate disclosure controls, internal controls, and auditor independence.
- Share Listing and Trading: The common stock is listed on the Nasdaq Capital Market, and trading has not been suspended or delisted.
- Termination and Suspension: The agreement can be terminated by either party under specific conditions, such as material adverse effects or regulatory actions.
- No Unlawful Offers: The filing explicitly states that the Form 8-K and related filings do not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where such offer or sale would be unlawful.
Potential Price-Sensitive Factors
- Share Dilution Risk: Investors should be aware that sales of shares through the ATM program may increase the supply of shares in the market, potentially exerting downward pressure on the stock price, especially if sales are significant relative to trading volume.
- Flexibility in Capital Raising: The ATM program provides the Company with flexibility to raise capital as needed, which can be positive for funding initiatives, but the timing and size of sales are at management’s discretion.
- Regulatory and Listing Compliance: Any suspension or delisting from Nasdaq or negative regulatory action could have a material negative impact on the share price. There is no indication of such at this time.
- No Known Material Adverse Events: The Company affirms there have been no recent material adverse effects or significant liabilities beyond those disclosed, suggesting stability in operations and finances.
Other Noteworthy Legal and Compliance Points
- Indemnification: The Company will indemnify Roth Capital Partners, LLC against losses arising from material misstatements or omissions in the registration statement or prospectus.
- Market Manipulation Prohibition: The Company and its officers have not and will not engage in any activity to manipulate or stabilize the price of its securities.
- Sarbanes-Oxley Compliance: The Company maintains internal controls and accounting policies in line with Sarbanes-Oxley requirements.
- Tax and Legal Compliance: All required taxes in connection with share sales will be paid, and the Company asserts compliance with all relevant laws, including anti-money laundering and anti-corruption statutes.
Conclusion
The filing of the Sales Agreement and initiation of an at-the-market equity offering program is a significant development for Odysight.ai Inc. investors. This agreement gives the Company the flexibility to issue new shares and raise capital as needed, which can support growth initiatives but also introduces potential dilution risk for existing shareholders. The Company affirms its compliance with all regulatory, reporting, and financial requirements and reports no material adverse developments at this time.
Investors should monitor updates regarding share issuances under this program and consider the potential impact on share supply and price.
Disclaimer
This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should consult their financial advisors and review the Company’s public filings for comprehensive information before making investment decisions. The information herein is based on the latest available filings and may be subject to change.
