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April 26, 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. 4 to Registration Statement on Form S-1
Filed April 8, 2024
File No. 333-273285
Dear Yehu Ofer:
            We have reviewed your amended registration statement and have the following comment.
            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 January 4, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
Risk Factors, page 5
1.We note your response to prior comment 2 and reissue the comment in part. Given Mr.
Arkin is a director and status as a controlling shareholder, please provide your analysis
whether Mr. Arkin has an identity of interest with the company such that he cannot
register his shares for resale pursuant to Securities Act Rule 415(a)(1)(i). For additional
guidance, please refer to Securities Act Rule 415 Compliance & Disclosure Interpretation
Question 212.15.  In addition, please revise the prospectus as follows:

•revise the cover page to identify Mr. Arkin as the controlling shareholder and the
amount and percentage of his beneficial ownership, identify him as one of the selling
stockholders, and disclose the number and percentage of beneficial ownership being
offered by the other selling securityholders;

 FirstName LastNameYehu Ofer
 Comapany NameOdysight.ai Inc.
 April 26, 2024 Page 2
 FirstName LastName
Yehu Ofer
Odysight.ai Inc.
April 26, 2024
Page 2
•revise the cover page to disclose that the offering may result in a change in control;

•revise the cover page to disclose the warrant exercise price, to clarify, if true, that the
warrants are in the money, will be dilutive to current security holders if and when
exercised for common stock by the selling security holders, and to clarify that you are
registering the underlying common stock for resale;

•revise the risk factors to address the risks, beyond those mentioned on page 15
regarding share ownership and voting power, regarding Mr. Arkin's interest in this
offering as a majority shareholder, member of the board of directors, and selling
shareholder, including a potential change in control as a result of this offering;

•highlight the selling security holders potential conflicts of interest related to the
offering, including the purchase price paid by the selling security holders, the warrant
exercise price and their potential profit, as well as the provision within the March
2023 registration rights agreements granting the selling shareholders the ability to
limit participation in the resale offering and thereby the securities sold under this
registration statement;

•provide a risk factor addressing the volatility the offering could cause, and the
negative impact sales of shares on this registration statement could have on the public
trading price of the common stock, given the significant portion of your public float
being registered, including the additional dilution possible if the warrants are
exercised; and

•disclose the company's use of proceeds from the exercise of the warrants.
            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