UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On September 16, 2024, the Board of Directors of Odysight.ai Inc. (the “Board” and the “Company”, respectively) appointed Dr. Carlo Papa to serve as a member of the Board, increasing the number of directors currently serving on the Board to eight. Further, the Board determined that Dr. Papa satisfies the independence requirements of Nasdaq and the Securities and Exchange Commission rules. Below is a description of the relevant business experience for Dr. Papa:
Dr. Carlo Papa has served as Senior Fellow at the Columbia Center on Sustainable Investment at Columbia University since August 2024 and as a member of the Impact Advisory Board of SACE, Italy’s export credit agency, since June 2023. From April 2015 to June 2024, Dr. Papa served as Managing Director of the Enel Foundation, an Italian think-tank, and as Global Head of relationships with academic and research institutions for Enel Group. Dr. Papa has served previously as Chief Innovation Officer at Enel Green Power and has held several positions with the Enel Group, including Chief of Staff of the Chairman’s Office, Head of Business Development for Russia and Ukraine (Power Generation Division) and co-founder of and Investment Manager for Enel Capital Corporate Venture Fund. Dr. Papa currently serves on the board, advisory board or executive committee of Italy’s National PhD in Sustainable Development and Climate Change, the UN’s Council Engineers for Energy Transition and Harambee Africa. Dr. Papa received a BSc in Economics - MSc in Management and Finance from Palermo University in Italy, an EMBA Trium Global Executive from London School of Economics, Stern NYU, HEC Paris and a PhD in Management Engineering from Tor Vergata University in Rome.
Dr. Papa will receive quarterly fees for his service as a director as described in Item 11 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2024.
There are no other arrangements or understandings pursuant to which Dr. Papa was appointed director. There are no family relationships among any of the Company’s directors, executive officers, and Dr. Papa. Except as described above, there are no related party transactions between the Company and Dr. Papa reportable under Item 404 of Regulation S-K.
Certain Compensation Awards
On September 16, 2024, the Board, upon recommendation of its Compensation Committee, approved (i) a cash compensation bonus of NIS 375,000 to Yehu Ofer, the Company’s Chief Executive Officer, and an award to him of 60,000 options to purchase shares of common stock of the Company , (ii) a cash compensation bonus of NIS 60,000 to Einav Brenner, the Company’s Chief Financial Officer, and an award to her of 30,000 options to purchase shares of common stock of the Company, (iii) a cash compensation bonus of NIS 120,000 to Jacob Avinu, the Company’s Senior VP of Product Portfolio, and an award to him of 40,000 options to purchase shares of common stock of the Company, (iv) an award to Ido Molad, the Company’s VP of Research and Development, of 8,000 options to purchase shares of common stock of the Company and (v) an award to Tanya Yosef, the Company’s VP of Finance, of 5,000 options to purchase shares of common stock of the Company. The foregoing options were awarded pursuant to the Company’s 2024 Stock Incentive Plan and have an exercise price of $4.80 per share. So long as the executive continues as a service provider with the Company, the options will vest with respect to one-third of the shares of common stock on the first anniversary of the grant date and, with respect to the balance of the shares of common stock, will vest over two years in eight equal quarterly installments following the first anniversary of the grant date. The options are subject to acceleration of vesting in the event of a change of control of the Company.
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Item 7.01. Regulation FD Disclosure.
On September 20, 2024, the Company issued a press release announcing the appointment of Dr. Papa to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Number | Description | |
| 99.1 | Press release dated September 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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: September 20, 2024 | By: | /s/ Einav Brenner |
| Name: | Einav Brenner | |
| Title: | Chief Financial Officer | |
| 4 |
Exhibit 99.1
Dr. Carlo Papa Appointed to Board of Directors of Odysight.ai
OMER, Israel, September 20, 2024 — Odysight.ai Inc. (OTCQB: ODYS), a pioneer in AI driven Predictive Maintenance (PdM) and Condition-Based Monitoring (CBM), is pleased to announce the appointment of Dr. Carlo Papa, to its board of directors.
Dr. Papa brings over two decades of experience and strategic leadership within the energy and finance sectors, along with vast practice knowledge in innovation with focus on climate change mitigation and energy transition that could be instrumental in helping accelerate Odysight’s expansion into new verticals. Dr. Papa currently serves as a Senior Fellow at the Columbia Center on Sustainable Investment at Columbia University and as a member of the Impact Advisory Board of SACE, the Italian export credit agency. Until recently, Dr. Papa served as Managing Director of a major Italian think-tank, where he played an active role in forming international partnerships within academia and research centers and helped execute major scientific projects at the crossroads of energy, climate and finance. His work spans ESG strategy and operation, with a key focus on advancing energy transition innovation projects and contributing to major scientific initiatives, including the first G20 Climate Atlas and and the World Meteorological Organization State of Climate Services for Energy report. Dr. Papa’s extensive background will bring valuable insights to Odysight.ai as the Company advances its leadership in Predictive Maintenance and AI-driven solutions to new markets and verticals.
Prof. Benad Goldwasser, Chairman of the Board, said, “We are delighted to welcome Dr. Papa to our board of directors. His appointment further strengthens our board’s ability to guide Odysight.ai’s strategic growth in our target markets, paving the way for the Company’s continued growth and success.”
About Odysight.ai
Odysight.ai is pioneering the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform. Providing video sensor-based solutions for critical systems in the aviation, transportation, and energy industries, Odysight.ai leverages proven visual technologies and products from the medical industry. Odysight.ai’s unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases. Odysight.ai’s platform allows maintenance and operations teams visibility into areas which are inaccessible under normal operation, or where the operating ambience is not suitable for continuous real-time monitoring. For more information, please visit: https://www.odysight.ai or follow us on Twitter, LinkedIn and YouTube.
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the impact of Dr. Papa’s board appointment, including on the Company’s future growth and success. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements are based on information we have when those statements are made or our management’s current expectation and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to the following: (i) market acceptance of our existing and new products, including those that utilize our micro Odysight.ai technology or offer Predictive Maintenance and Condition Based Monitoring applications, (ii) lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device and related industries from much larger, multinational companies, (v) product liability claims, product malfunctions and the functionality of Odysight.ai’s solutions under all environmental conditions, (vi) our limited manufacturing capabilities and reliance on third-parties for assistance, (vii) an inability to establish sales, marketing and distribution capabilities to commercialize our products, (viii) an inability to attract and retain qualified personnel, (ix) our efforts obtain and maintain intellectual property protection covering our products, which may not be successful, (x) our reliance on a single customer that accounts for a substantial portion of our revenues, (xi) our reliance on single suppliers for certain product components, including for miniature video sensors which are suitable for our Complementary Metal Oxide Semiconductor technology products, (xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain, (xiii) the impact of computer system failures, cyberattacks or deficiencies in our cybersecurity, (xiv) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical, global supply chain and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction and (xv) political, economic and military instability in Israel, including the impact on our operations of the October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them. These and other important factors discussed in Odysight.ai’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2024, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Except as required under applicable securities legislation, Odysight.ai undertakes no obligation to publicly update or revise forward-looking information.
Company Contact:
Einav Brenner, CFO
info@odysight.ai
Investor Relations Contact:
Miri Segal
MS-IR LLC
msegal@ms-ir.com
Tel: +1-917-607-8654
Cover |
Sep. 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 16, 2024 |
| Entity File Number | 333-188920 |
| Entity Registrant Name | ODYSIGHT.AI INC. |
| Entity Central Index Key | 0001577445 |
| Entity Tax Identification Number | 47-4257143 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | Suite 7A and 3B |
| Entity Address, Address Line Two | Industrial Park |
| Entity Address, Address Line Three | P.O. Box 3030 |
| Entity Address, City or Town | Omer |
| Entity Address, Country | IL |
| Entity Address, Postal Zip Code | 8496500 |
| City Area Code | +972 |
| Local Phone Number | 73 370-4690 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
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