Odysight.ai Inc. Files S-1/A with $1.2M Revenue

TL;DR

Odysight.ai S-1/A: $1.2M revenue YTD Sept '24, $10.3M assets. Formerly ScoutCam.

AI Summary

Odysight.ai Inc. filed an S-1/A on January 24, 2025, detailing its financial performance. For the nine months ended September 30, 2024, the company reported revenue of $1.2 million. As of September 30, 2024, Odysight.ai had total assets of $10.3 million and total liabilities of $3.2 million. The company previously operated under the name ScoutCam Inc. and Intellisense Solutions Inc.

Why It Matters

This filing provides an updated look at Odysight.ai's financial health and operational status, which is crucial for investors and stakeholders to assess the company's current market position and future prospects.

Risk Assessment

Risk Level: medium — The S-1/A filing indicates a company in the process of public offering or updating its disclosures, which inherently carries risks related to market reception and financial performance.

Key Numbers

• $1.2B — Revenue (For the nine months ended September 30, 2024)
• $10.3B — Total Assets (As of September 30, 2024)
• $3.2B — Total Liabilities (As of September 30, 2024)

Key Players & Entities

• Odysight.ai Inc. (company) — Filer of the S-1/A
• ScoutCam Inc. (company) — Former name of Odysight.ai Inc.
• Intellisense Solutions Inc. (company) — Previous former name of Odysight.ai Inc.
• $1.2 million (dollar_amount) — Revenue for the nine months ended September 30, 2024
• $10.3 million (dollar_amount) — Total assets as of September 30, 2024
• $3.2 million (dollar_amount) — Total liabilities as of September 30, 2024
• January 24, 2025 (date) — Filing date of the S-1/A
• September 30, 2024 (date) — Reporting period end date for financial figures

FAQ

Key Financial Figures

• $0.001 — 7 shares of our common stock, par value $0.001 per share, at an assumed public offerin
• $8.50 — at an assumed public offering price of $8.50 per share of common stock (based on the
• $15 million — og as of December 2024 of approximately $15 million (compared to approximately $2.6 million
• $2.6 million — $15 million (compared to approximately $2.6 million as of December 31, 2023) reflects mostl
• $8 billion — ve maintenance market was approximately $8 billion in 2024 and is projected to grow to app
• $34 billion — d is projected to grow to approximately $34 billion by 2030, at a compound annual growth ra
• $10 billion — market, or TAM, is currently more than $10 billion. We based our TAM calculations on data
• $3.5 m — venues are expected to be approximately $3.5 million, as compared to $3.0 million for
• $3.0 million — roximately $3.5 million, as compared to $3.0 million for the year ended December 31, 2023;
• $13.5 million — ing expenses are expected to be between $13.5 million and $14.5 million, as compared to $11.1
• $14.5 m — xpected to be between $13.5 million and $14.5 million, as compared to $11.1 million for
• $11.1 million — llion and $14.5 million, as compared to $11.1 million for the year ended December 31, 2023;
• $12.5 million — perating loss is expected to be between $12.5 million and $13.5 million, as compared to $10.6
• $13.5 m — xpected to be between $12.5 million and $13.5 million, as compared to $10.6 million for
• $10.6 million — llion and $13.5 million, as compared to $10.6 million for the year ended December 31, 2023; a

Filing Documents

• forms-1a.htm (S-1/A) — 2770KB
• ex21-1.htm (EX-21.1) — 6KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 14KB
• forms-1a_001.jpg (GRAPHIC) — 4KB
• forms-1a_003.jpg (GRAPHIC) — 4KB
• forms-1a_004.jpg (GRAPHIC) — 4KB
• forms-1a_005.jpg (GRAPHIC) — 54KB
• forms-1a_006.jpg (GRAPHIC) — 52KB
• forms-1a_007.jpg (GRAPHIC) — 52KB
• 0001493152-25-003588.txt ( ) — 9666KB
• odys-20240930.xsd (EX-101.SCH) — 51KB
• odys-20240930_cal.xml (EX-101.CAL) — 69KB
• odys-20240930_def.xml (EX-101.DEF) — 226KB
• odys-20240930_lab.xml (EX-101.LAB) — 385KB
• odys-20240930_pre.xml (EX-101.PRE) — 312KB
• forms-1a_htm.xml (XML) — 1605KB

Risk Factors

Risk Factors 8 Special Note Regarding Forward-Looking Statements 34

Use of Proceeds

Use of Proceeds 35 Dividend Policy 36 Capitalization 37

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 39

Business

Business 50 Management 61

Executive Compensation

Executive Compensation 67 Certain Relationships and Related Party Transactions 76 Principal Shareholders 77

Description of Capital Stock

Description of Capital Stock 79 Shares Eligible for Future Sale 82 Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of our Common Stock 83

Underwriting

Underwriting 87 Legal Matters 91 Experts 91 Where You Can Find Additional Information 91 Index to Consolidated Financial Statements F-1 Throughout this prospectus, unless otherwise designated, the terms "we," "us," "our," "Odysight.ai," "the Company," and "our Company" refer to Odysight.ai Inc. and all of our subsidiaries, including our wholly-owned subsidiaries, Odysight.ai Ltd. and D. VIEW Ltd., private companies organized under the laws of the State of Israel. You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone else to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should also read this prospectus together with the additional information described under " Additional Information ." For investors outside the United States : Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. i PRESENTATION OF FINANCIAL INFORMATION Our financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. We present our consolidated financial statements in U.S. dollars. Our fiscal year ends on December 31 of each year. Certain figures include

Forward-Looking Statements " and our financial statements and related notes included in this Registration

Forward-Looking Statements " and our financial statements and related notes included in this Registration We estimate that for the year ended December 31, 2024: our revenues are expected to be approximately $3.5 million, as compared to $3.0 million for the year ended December 31, 2023; our operating expenses are expected to be between $13.5 million and $14.5 million, as compared to $11.1 million for the year ended December 31, 2023; our operating loss is expected to be between $12.5 million and $13.5 million, as compared to $10.6 million for the year ended December 31, 2023; and our cash and cash equivalents are expected to be approximately $18 million, as compared to cash and cash equivalents of $8.9 million and short-term deposits of $8.1 million for the year ended December 31, 2023. Listing on Nasdaq Our common stock is currently quoted on the OTCQB. In connection with this offering, we have applied to list our common stock on Nasdaq under the symbol "ODYS". If our listing application is approved, we expect to list our common stock on Nasdaq upon consummation of the offering, at which point our common stock will cease to be quoted on the OTCQB. No assurance can be given that our listing application will be approved. Prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, which include, among other things, a stock price threshold. If Nasdaq does not approve the listing of our common stock, we will not proceed with this offering. There can be no assurance that our common stock will be listed on Nasdaq. Summary

Risk Factors

Risk Factors Investing in our securities involves substantial risk. The risks described under the heading " Risk Factors " immediately following this summary may cause us to not realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges include the following: We have a limited operating history and may not be able to successfully operate our business or execute our business plan. We have a history of losses and anticipate that we will continue to incur significant losses for the foreseeable future. We may require substantial additional funding, which may not be available to us on acceptable terms, or at all. It is difficult to forecast our future performance, which may cause our financial results to fluctuate unpredictably. Backlog may not be realized or may not result in revenue or profit. Our sales cycles are long and unpredictable and require considerable time and expense before executing a customer agreement, which may make it difficult to predict: (i) when, if at all, we will obtain new customers, and (ii) when we will generate revenue from those customers. 3 Our future growth and success is highly dependent upon large-scale adoption of the Odysight TruVision solution in the markets in which we compete. We may not be successful in commercializing our products and technology if we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets and third parties to perform these services. Sales to government entities an

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