SEC Comment Letter 0000000000-24-000160 to Odysight.ai Inc. (ODYS)
Odysight.ai Inc.
Date: Jan. 5, 2024 · CIK: 0001577445 · Accession: 0000000000-24-000160
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273285
Letter
United States securities and exchange commission logo January 4, 2024 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. Amendment No. 2 to Registration Statement on Form S-1 Filed December 20, 2023 File No. 333-273285 Dear Yehu Ofer: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 11, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Executive Compensation, page 50 1.Please revise to provide the disclosure required by Item 402 of Regulation S-K for the year ended December 31, 2023. Security Ownership of Certain Beneficial Owners and Management, page 58 2.We note your response to comment 5 and reissue the comment in part. Please address the selling shareholders in light of the factors described in Securities Act Rule 415 C&DI 612.09. In doing so, please address Mr. Arkin's identity of interest as a member of the board of directors, the volume of purchases in both March and June of 2023 as compared to his total holdings and in relation to the date of this offering, and the requirement that the selling shareholders must consent to any other shareholder who wishes to participate in the resale offering. In addition, please file the June 1, 2023, share purchase agreement
FirstName LastNameYehu Ofer Comapany NameOdysight.ai Inc. January 4, 2024 Page 2 FirstName LastName Yehu Ofer Odysight.ai Inc. January 4, 2024 Page 2 as an exhibit to the registration statement, or provide your analysis regarding why this agreement is not required to be filed. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K. Please 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
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United States securities and exchange commission logo
January 4, 2024
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.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 20, 2023
File No. 333-273285
Dear Yehu Ofer:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Executive Compensation, page 50
1.Please revise to provide the disclosure required by Item 402 of Regulation S-K for the
year ended December 31, 2023.
Security Ownership of Certain Beneficial Owners and Management, page 58
2.We note your response to comment 5 and reissue the comment in part. Please address the
selling shareholders in light of the factors described in Securities Act Rule 415 C&DI
612.09. In doing so, please address Mr. Arkin's identity of interest as a member of the
board of directors, the volume of purchases in both March and June of 2023 as compared
to his total holdings and in relation to the date of this offering, and the requirement that
the selling shareholders must consent to any other shareholder who wishes to participate
in the resale offering. In addition, please file the June 1, 2023, share purchase agreement
FirstName LastNameYehu Ofer
Comapany NameOdysight.ai Inc.
January 4, 2024 Page 2
FirstName LastName
Yehu Ofer
Odysight.ai Inc.
January 4, 2024
Page 2
as an exhibit to the registration statement, or provide your analysis regarding why this
agreement is not required to be filed. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Please 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