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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Odysight.ai inc (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
81063V204 (CUSIP Number) |
02/10/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 81063V204 |
| 1 | Names of Reporting Persons
Moshe Arkin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,926,329.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
41.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: With regard to Rows (5), (7) and (9), please see Item 4.
Row (11) is based on 16,302,320 shares of Common Stock issued and outstanding as of February 10, 2025 (as provided by the Issuer).
SCHEDULE 13G
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| CUSIP No. | 81063V204 |
| 1 | Names of Reporting Persons
M. Arkin (1999) Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,202,947.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4.
Row (11) is based on 16,302,320 shares of Common Stock issued and outstanding as of February 10, 2025 (as reported by the Issuer).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Odysight.ai inc | |
| (b) | Address of issuer's principal executive offices:
Suite 7A, Industrial Park, Omer, Israel, 8496500 | |
| Item 2. | ||
| (a) | Name of person filing:
Moshe Arkin | |
| (b) | Address or principal business office or, if none, residence:
11 Hamenofim Street, Building B, 9th Floor
Herzliya Pituach 46724
Israel | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
81063V204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page of each reporting person.
On February 10, 2025, the securities reported herein were beneficially owned as follows:
3,202,947 shares of Common Stock (representing 19.4% of the shares of Common Stock outstanding) were beneficially held by M. Arkin (1999) Ltd., an Israeli company, consisting of (i) 2,959,143 shares of Common Stock, (ii) options to acquire 21,581 shares of Common Stock that are vested and exercisable or that will become vested and exercisable within sixty (60) days of February 10, 2025, and (iii) warrants to acquire 222,223 shares of Common Stock which are current exercisable; and
7,926,329 shares of Common Stock (representing 41.9% of the shares of Common Stock outstanding) were beneficially held by Moshe Arkin, consisting of (i) 2,352,941 shares of Common Stock held by Phoenix Insurance Company Ltd. on behalf of Mr. Arkin, (ii) options to acquire 17,500 shares of Common Stock that are vested and exercisable or that will become vested and exercisable within sixty (60) days of February 10, 2025, held by Mr. Arkin and (iii) warrants to acquire 2,352,941 shares of Common Stock held by Phoenix Insurance Company Ltd. on behalf of Mr. Arkin which are currently exercisable. The number also includes the shares of Common Stock held by M. Arkin (1999) Ltd., of which Mr. Arkin serves as the Chairman and sole shareholder. and over which shares of Common Stock Mr. Arkin may be deemed to have beneficial ownership. | |
| (b) | Percent of class:
See Row 11 of cover page of each reporting person. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page of each reporting person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page of each reporting person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page of each reporting person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page of each reporting person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement filed by and among the Reporting Persons, dated as of March 6, 2025. |