Odysight.ai Inc. Files for Public Offering

TL;DR

Odysight.ai (formerly ScoutCam) just filed an S-1, looks like they're going public. Details TBD.

AI Summary

Odysight.ai Inc. filed an S-1 registration statement on December 12, 2024, to register an unspecified number of securities. The company, formerly known as ScoutCam Inc. and Intellisense Solutions Inc., is based in Scottsdale, Arizona, and Omer, Israel. This filing indicates their intent to offer shares to the public, though specific financial details and the offering size are not yet disclosed in this initial document.

Why It Matters

This S-1 filing signals Odysight.ai Inc.'s intention to become a publicly traded company, which could provide capital for growth and increase its visibility in the market.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents an early stage of a potential public offering, with many details about the company's financial health and market position yet to be fully disclosed.

Key Numbers

• 333-283773 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001577445 — Central Index Key (Unique identifier for Odysight.ai Inc. in SEC filings.)

Key Players & Entities

• Odysight.ai Inc. (company) — Registrant
• ScoutCam Inc. (company) — Former company name
• Intellisense Solutions Inc. (company) — Former company name
• December 12, 2024 (date) — Filing date
• Gary Emmanuel (person) — Legal counsel
• Greenberg Traurig, P.A. (company) — Legal firm

FAQ

Key Financial Figures

• $0.001 — , shares of our common stock, par value $0.001 per share, at an assumed public offerin
• $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. In the aerospace market alone,
• $10 billion — market, or TAM, is currently more than $10 billion. We based our TAM calculations on data
• $250 million — ock held by non-affiliates is more than $250 million measured on the last business day of ou
• $100 million — r, or our annual revenues are less than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is less than $700 million measured on the last business day of ou

Filing Documents

• forms-1.htm (S-1) — 2383KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 13KB
• logo_001.jpg (GRAPHIC) — 4KB
• forms-1_002.jpg (GRAPHIC) — 169KB
• image_001.jpg (GRAPHIC) — 4KB
• fin_001.jpg (GRAPHIC) — 4KB
• fin_002.jpg (GRAPHIC) — 54KB
• 0001493152-24-049832.txt ( ) — 2725KB

Risk Factors

Risk Factors 8 Special Note Regarding Forward-Looking Statements 34

Use of Proceeds

Use of Proceeds 35 Dividend Policy 36 Capitalization 37

Dilution

Dilution 38 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.

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. 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. Our customers include government entities and highly regulated organizations. The sales cycle for these clients can be lengthy and complex, and often requires addressing various challenges. We may become less competitive and our business may be harmed if we are unable to ensure that the Odysight TruVision solution interoperates with a variety of hardware and software platforms that are developed by others, including our partners. We may not be able to produce, market, service and sell the Odysight TruVision solution successfully if we fail to scale our busi

View Full Filing

View this S-1 filing on SEC EDGAR