Odysight.ai Seeks Share Plan Boost, Director Elections at Dec. 2 Meeting

TL;DR

**ODYS is asking shareholders to greenlight a massive 70% increase in its stock incentive plan, signaling potential dilution but also a strong push for talent acquisition and retention.**

AI Summary

Odysight.ai Inc. (ODYS) is holding its Annual Meeting of Stockholders on December 2, 2025, where key proposals include the election of three Class I directors: Carlo Papa, Nir Nimrodi, and Zeev Vurembrand. Stockholders will also vote on an advisory basis for executive compensation and its frequency, with the Board recommending a 'FOR 3 YEARS' frequency. A significant proposal is the approval of an amendment to the 2024 Share Incentive Plan, increasing the shares reserved for issuance from 1,111,263 to 1,888,263, representing a 69.9% increase. The company also seeks ratification of Brightman Almagor Zohar & Co. as its independent registered accounting firm for the fiscal year ending December 31, 2025. As of October 8, 2025, there were 16,355,243 shares of common stock outstanding, each entitled to one vote. The meeting will be held in person at the company's offices in Ramat Gan, Israel.

Why It Matters

This DEF 14A filing outlines critical governance and compensation decisions for Odysight.ai, directly impacting investor confidence and future equity dilution. The proposed 69.9% increase in the 2024 Share Incentive Plan to 1,888,263 shares could significantly dilute existing shareholder value if not managed effectively, while also providing crucial incentives for employee retention and recruitment in a competitive tech landscape. The election of Class I directors and advisory votes on executive compensation will shape the company's strategic direction and accountability, influencing its ability to compete with industry peers in the AI and computer vision sector.

Risk Assessment

Risk Level: medium — The risk level is medium primarily due to the proposed 69.9% increase in the 2024 Share Incentive Plan, raising the reserved shares from 1,111,263 to 1,888,263. This significant increase could lead to substantial shareholder dilution if these shares are issued, impacting the value of existing holdings. While stock plans are common for employee incentives, the magnitude of this increase warrants careful consideration.

Analyst Insight

Investors should carefully evaluate the implications of the proposed 69.9% increase in the 2024 Share Incentive Plan on potential dilution and the company's long-term equity structure. Vote 'FOR' the director nominees and auditor ratification, but consider the impact of the share plan increase on your investment thesis before casting your vote.

Key Numbers

• 1,888,263 shares — Proposed new reservation for 2024 Share Incentive Plan (Increased from 1,111,263 shares, representing a 69.9% increase)
• 1,111,263 shares — Current reservation for 2024 Share Incentive Plan (Proposed to be increased to 1,888,263 shares)
• December 2, 2025 — Date of Annual Meeting of Stockholders (Meeting will be held at 10:00 a.m. EDT / 5:00 p.m. IDT)
• October 9, 2025 — Record Date for voting eligibility (Stockholders of record on this date are entitled to vote)
• 16,355,243 shares — Common stock outstanding as of October 8, 2025 (Each share is entitled to one vote at the Annual Meeting)
• 33 1/3 percent — Quorum requirement for Annual Meeting (Percentage of voting power required to conduct business)
• December 31, 2025 — Fiscal year end for auditor ratification (Brightman Almagor Zohar & Co. is proposed as auditor)
• October 20, 2025 — Approximate release date of proxy statement and 2024 Annual Report (Materials will be available to stockholders on the Record Date)

Key Players & Entities

• Odysight.ai Inc. (company) — Registrant and company holding annual meeting
• Carlo Papa (person) — Nominee for Class I director
• Nir Nimrodi (person) — Nominee for Class I director
• Zeev Vurembrand (person) — Nominee for Class I director
• Brightman Almagor Zohar & Co. (company) — Independent registered accounting firm for fiscal year ending December 31, 2025
• Benad Goldwasser (person) — Chairman of Odysight.ai Inc.
• Tanya Yosef (person) — VP of Finance and inspector of election for the Annual Meeting
• SEC (regulator) — Securities and Exchange Commission
• Bloomberg (company) — Financial news organization
• Deloitte (company) — Global network of accounting firms

FAQ

Industry Context

Odysight.ai operates in the technology sector, likely focusing on AI-driven solutions. The company's annual meeting agenda reflects typical corporate governance activities, including director elections and compensation reviews. The proposed increase in share incentive plan shares suggests a strategy to retain and attract talent, common in growth-oriented tech companies.

Regulatory Implications

The company is subject to SEC regulations for its proxy filings and annual meetings. The proposed amendment to the Share Incentive Plan requires shareholder approval, highlighting the importance of investor consent for equity dilution. Ratification of the auditor is a standard compliance requirement.

What Investors Should Do

1. Review the proposed amendment to the 2024 Share Incentive Plan to understand the potential dilution and the company's equity compensation strategy.
2. Consider the company's recommendation for the frequency of advisory votes on executive compensation (FOR 3 YEARS) and vote accordingly.
3. Vote on the election of the three Class I directors (Carlo Papa, Nir Nimrodi, and Zeev Vurembrand) to ensure board continuity and governance.
4. Confirm the ratification of Brightman Almagor Zohar & Co. as the independent registered accounting firm for fiscal year 2025.

Key Dates

• 2025-12-02: Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, share incentive plan amendment, and auditor ratification.
• 2025-10-09: Record Date for voting eligibility — Establishes which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-08: Common stock outstanding as of this date — 16,355,243 shares outstanding, each with one vote, relevant for calculating voting power.
• 2025-12-31: Fiscal year end — The period for which the independent registered accounting firm's ratification is sought.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of stockholders. (This document contains the information presented, detailing the agenda and proposals for Odysight.ai's annual meeting.)

Class I directors

A category of directors on the company's board, typically serving a specific term length. (Three Class I directors are up for election at the annual meeting, with their terms expiring at the third succeeding annual meeting.)

Advisory basis

A vote by shareholders that is non-binding on the company's board of directors. (Shareholders will vote on an advisory basis for executive compensation and its frequency, meaning the board is not legally obligated to follow the outcome.)

2024 Share Incentive Plan

A plan established by the company to grant equity awards, such as stock options or restricted stock, to employees and directors. (A significant amendment is proposed to increase the number of shares reserved for issuance under this plan by 69.9%.)

Independent registered accounting firm

An external audit firm that is registered with the PCAOB and is independent of the company it audits. (The ratification of Brightman Almagor Zohar & Co. as the company's auditor for the fiscal year ending December 31, 2025, is a key proposal.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting. Key metrics for comparison to a previous filing (e.g., 2024 DEF 14A) would typically include changes in outstanding shares, executive compensation trends, and any new or updated risk factors. The significant increase in the share incentive plan reservation from 1,111,263 to 1,888,263 shares is a notable change from previous equity grant levels.

Key Financial Figures

• $0.001 — f shares of our common stock, par value $0.001 per share, as of the close of business

Filing Documents

• formdef14a.htm (DEF 14A) — 521KB
• formdef14a_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-017588.txt ( ) — 979KB
• odys-20241231.xsd (EX-101.SCH) — 5KB
• odys-20241231_def.xml (EX-101.DEF) — 9KB
• odys-20241231_lab.xml (EX-101.LAB) — 61KB
• odys-20241231_pre.xml (EX-101.PRE) — 43KB
• formdef14a_htm.xml (XML) — 47KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 DIRECTOR COMPENSATION 32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 39 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 41 STOCKHOLDERS' PROPOSALS 42 OTHER MATTERS 43 SOLICITATION OF PROXIES 43 ODYSIGHT.AI'S ANNUAL REPORT ON FORM 10-K 43 4 ODYSIGHT.AI INC. Suite 7A, Omer Industrial Park P.O. Box 3030 Omer, Israel 8496500 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD Tuesday , DECEMBER 2, 2025 The Annual Meeting of Stockholders (the "Annual Meeting") of Odysight.ai Inc., a Nevada corporation (the "Company"), will be held at 10:00 a.m. EDT/ 5:00 p.m. IDT on Tuesday, December 2, 2025, at the offices of Odysight.ai Inc., 12 Abba Hillel Silver Road, Sasson Hugi Tower, Ramat Gan, Israel 5250606. The Annual Meeting will be held for the following purposes: To elect Carlo Papa, Nir Nimrodi and Zeev Vurembrand as Class I directors, each with a term of office to expire at the third succeeding annual meeting of the stockholders after his election and his successor is duly elected and qualified; To approve, on an advisory basis, the compensation paid to our named executive officers; To approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers; To approve an amendment to the 2024 Share Incentive Plan to increase the reservation of common stock for issuance thereunder to 1,888,263 shares from 1,111,263 shares; To ratify the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as the Company's independent registered accounting firm for the fiscal year ending December 31, 2025; and To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. Holders of record of our common stock as of the close of business on October 9, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Ann

View Full Filing

View this DEF 14A filing on SEC EDGAR