Odysight.ai向新任營運總監授予4萬股購股權 行使價5.09美元

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 OR 15(d)

of
The Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): May 19, 2026

 

ODYSIGHT.AI
INC.

(Exact
name of registrant as specified in its charter)

 

 
 Nevada
  
 001-42497
  
 47-4257143

 
 (State
 or other jurisdiction 

 of incorporation)
  
 (Commission
 

 File Number)
  
 (I.R.S.
 Employer 

 Identification No.)

 
 

 
 12
 Abba Hillel Silver RD, Sasson Hugi Tower

 Ramat
 Gan, Israel

  
 5250606

 
 (Address
 of principal executive offices)
  
 (Zip
 Code)

 
 

+972
73 370-4690

(Registrant’s
telephone number, including area code)

 

Not
Applicable

(Former
name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

 
  
 ☐
 Written
 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  
  

 
  
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  
  

 
  
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  
  

 
  
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Common
 Stock, $0.001 par value per share
  
 ODYS
  
 Nasdaq
 Capital Market

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

 

On
May 19, 2026, the Board of Directors of Odysight.ai Inc. (the “Company”), upon the recommendation of its Compensation Committee,
approved an award to Ronen Tanami of
an option to
purchase 40,000 shares
of common stock of the Company. The foregoing options were awarded to Mr. Tanami, who was appointed as the Chief Operating Officer on
May 13, 2026, pursuant to the Company’s 2024 Stock Incentive Plan and have an exercise price of $5.09 per share. So long as Mr.
Tanami continues as a service provider with the Company, the options will vest with respect to one-third of the shares of common stock
on the first anniversary of the grant date and, with respect to the balance of the shares of common stock, will vest over two years in
eight equal quarterly installments following the first anniversary of the grant date. The options are subject to acceleration of vesting
in the event of a change of control of the Company.

 

  

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
  
 ODYSIGHT.AI
 INC.

 
  
  
  

 
 Date:
 May 21, 2026
 By:
 /s/
 Einav Brenner

 
  
 Name:
 
 Einav
 Brenner

 
  
 Title:
 
 Chief
 Financial Officer