| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Odysight.ai Inc. [ ODYS ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 03/25/2026 | M | 2,352,941(2) | A | $5.5 | 4,705,882 | I | Held through Phoenix Insurance Company Ltd. | ||
| Common Stock | 03/25/2026 | F | 2,081,044(2) | D | $5.5 | 2,624,838 | I | Held through Phoenix Insurance Company Ltd. | ||
| Common Stock | 2,959,143(3) | I | Held through M.Arkin (1999) Ltd. | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to purchase common stock(1) | $5.5 | 03/25/2026 | M | 2,352,941 | 03/27/2023 | 03/26/2026 | Common Stock | 2,352,941 | $0 | 0 | I | Held through Phoenix Insurance Company Ltd. | |||
| Warrants to purchase common stock | $10.35 | 03/29/2021 | 03/31/2026 | Common Stock | 222,223(3) | $10.35 | I | Held through M. Arkin (1999) Ltd. | |||||||
| Explanation of Responses: |
| 1. The cashless exercise of the warrant to purchase common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. |
| 2. On March 25, 2026, Phoenix Insurance Company Ltd. exercised a warrant to purchase 2,352,941 shares of the Issuer's common stock for $5.50 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer withholding 2,081,044 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 271,897 shares. |
| 3. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only. |
| Remarks: |
| Exhibit 24.1: Power of Attorney |
| /s/ Einav Brenner, Attorney-in-Fact | 03/27/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||