Odysight.ai Inc.
For the period ended Nov 3, 2026. Filed Nov 3, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 3, 2026 · Filed Nov 3, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Odysight.ai Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Odysight.ai Inc.
NOTICE & PROXY STATEMENT
Annual Meeting of Stockholders
December 17, 2026
10:00 a.m. (EST) / 5:00 p.m. (IST)
12 Abba Hillel SilveR ROAD
Sasson Hugi Tower
Ramat Gan 5250606, Israel
November 3, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Odysight.ai Inc. at 10:00 a.m. EST / 5:00 p.m. IST on Thursday, December 17, 2026, at the offices of Odysight.ai Inc., 12 Abba Hillel Silver Road, Sasson Hugi Tower, Ramat Gan, Israel 5250606. Please note that in order to gain admission to the site of the Annual Meeting, all attendees will need to present a photo identification card and have their name previously provided to building security. As such, in order to facilitate your attendance at the Annual Meeting, we strongly encourage you to advise Ms. Tanya Yosef by email at Info@odysight.ai or by phone at +972-73-370-4690 prior to 5:00 p.m. IST on December 16, 2026 if you plan to attend the meeting, so that we can timely provide your name to building security.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” in the proxy statement for more information about how to attend the meeting in person.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting and you are a stockholder of record or hold a legal proxy from your broker, you will be able to vote in person, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
/s/ Benad Goldwasser
Prof. Benad Goldwasser
Chairman
Table of Contents
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 5 |
|---|---|
| PROXY STATEMENT | 7 |
| QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 9 |
| PROPOSALS TO BE VOTED ON | 12 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 17 |
| EXECUTIVE OFFICERS | 18 |
| CORPORATE GOVERNANCE | 19 |
| COMMITTEES OF THE BOARD | 22 |
| EXECUTIVE COMPENSATION | 24 |
| DIRECTOR COMPENSATION | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 36 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 38 |
| STOCKHOLDERS’ PROPOSALS | 39 |
| OTHER MATTERS | 39 |
| SOLICITATION OF PROXIES | 39 |
12 Abba Hillel Silver RD, Sasson Hugi Tower
Ramat Gan, Israel 5250606
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.