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August 9, 2023
Yehu Ofer
Chief Executive Officer
Odysight.ai Inc.
Suites 7A and 3B , Industrial Park , P.O. Box 3030
Omer, Israel 8496500
Re:Odysight.ai Inc.
Registration Statement on Form S-1
Filed July 17, 2023
File No. 333-273285
Dear Yehu Ofer:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Risk Factors
Risks Related to This Offering and Our Common Stock, page 6
1.We note the disclosure in the summary risk factors on page 6 that "Although we have filed
an application to list our securities on Nasdaq, there can be no assurance that our
securities will be so listed or, if listed, that we will be able to comply with the continued
listing standards."  Revise to clarify the status of your Nasdaq application, whether you
are actively pursuing a Nasdaq listing and your plans in that regard.
Security Ownership of Certain Beneficial Owners and Management, page 55
2.We note from the beneficial ownership table that Moshe (Mori) Arkin, a member of your
Board of Directors, beneficially owns 55.63% of Odysight.ai Inc. stock.  Please revise

 FirstName LastNameYehu Ofer
 Comapany NameOdysight.ai Inc.
 August 9, 2023 Page 2
 FirstName LastName
Yehu Ofer
Odysight.ai Inc.
August 9, 2023
Page 2
your disclosure to include an explanation of and the risks associated with maintaining
your status as a controlled company, or advise.  Please also include additional risk factors
concerning the impact of sales by your Selling Stockholders in connection with this
offering.  For example, disclose the risk and impact of potential stock price volatility,
potential sales of a substantial portion of your shares and a potential change in control.
Selling Stockholders, page 61
3.Please revise the selling stockholders table to comply with Item 507 of Regulation S-K,
including naming the individuals who beneficially own the shares, and disclosing the
selling stockholders' potential beneficial ownership after the offering.  Refer to Item 506
of Regulation S-K and Compliance & Disclosure Interpretations (C&DIs) 140.1 and 140.2
for Regulation S-K Section 140, Item 506 of Regulation S-K.  We note the selling
stockholders table does not agree with the disclosure in the beneficial ownership table
and/or the footnotes to the table.  Revise the tables as needed so that the beneficial
ownership of the shares is clear.  For example, from the selling stockholders table, it
appears Moshe Arkin holds shares through one or more entities related to Phoenix;
however, the beneficial ownership table does not reflect those relationships.  Refer to
Exchange Act Rule 13d-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-6902
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joshua Ravitz