Correspondence 0001493152-23-034426 from Odysight.ai Inc. (ODYS)
Odysight.ai Inc.
Date: Sept. 27, 2023 · CIK: 0001577445 · Accession: 0001493152-23-034426
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273285
Letter
September 27, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
F Street, NE
Washington, D.C. 20549
Attention:
Benjamin Richie
Abby Adams
Re: Odysight.ai Inc.
Registration Statement on Form S-1
Filed July 17, 2023
File No. 333-273285
Ladies and Gentlemen:
On behalf of Odysight.ai Inc. (the “Company”), we are responding to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated August 9, 2023, with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently filing via the EDGAR system pre-effective Amendment No. 1 to the Registration Statement (the “Amendment”).
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
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.
2. Response: The Company has revised the risk factor to clarify the status of the Company’s Nasdaq application and its plans in that regard.
Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464
www.herzoglaw.co.il
Security Ownership of Certain Beneficial Owners and Management, page 55
3. 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 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.
Response: The Company has revised the disclosure on page 15 of the Amendment to include additional risk factors regarding the high concentration of ownership by Mr. Arkin and risks associated with the impact of sales by the Selling Stockholders in connection with this offering. Regarding controlled company status, we advise the Staff that Mr. Arkin, who beneficially owns more than 50% of the outstanding common stock of the Company, does not currently hold “more than 50% of the voting power for the election of directors”, the definition of “Controlled Company” in Nasdaq Listing Rule 5615(c)(2). As provided in the beneficial ownership table on page 58-59 of the Amendment, a significant portion of the common stock beneficially owned by Mr. Arkin consists of warrants and options, neither of which have voting power. Excluding such warrants and options, Mr. Arkin current holds approximately 44.59% of the voting power of the Company for the election of directors. As a result, the Company does not qualify as a “Controlled Company” under Nasdaq rules.
Selling Stockholders, page 61
4. 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.
Response: The Company has revised the beneficial ownership table and selling stockholders table on pages 58-59 and 64-65 of the Amendment, respectively.
If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned by email at ravitzj@herzoglaw.co.il or telephone at +972-3-692-2020.
Very
truly yours,
/s/
Joshua Ravitz
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CORRESP
1
filename1.htm
September
27, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Industrial Applications and Services
100
F Street, NE
Washington,
D.C. 20549
Attention:
Benjamin
Richie
Abby
Adams
Re:
Odysight.ai
Inc.
Registration
Statement on Form S-1
Filed
July 17, 2023
File
No. 333-273285
Ladies
and Gentlemen:
On
behalf of Odysight.ai Inc. (the “Company”), we are responding to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s
letter, dated August 9, 2023, with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
We are concurrently filing via the EDGAR system pre-effective Amendment No. 1 to the Registration Statement (the “Amendment”).
For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
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.
2. Response:
The Company has revised the risk factor to clarify the status of the Company’s Nasdaq
application and its plans in that regard.
Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464
www.herzoglaw.co.il
Security
Ownership of Certain Beneficial Owners and Management, page 55
3. 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 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.
Response:
The Company has revised the disclosure on page 15 of the Amendment to include additional risk factors regarding the high concentration
of ownership by Mr. Arkin and risks associated with the impact of sales by the Selling Stockholders in connection with this offering.
Regarding controlled company status, we advise the Staff that Mr. Arkin, who beneficially owns more than 50% of the outstanding common
stock of the Company, does not currently hold “more than 50% of the voting power for the election of directors”, the definition
of “Controlled Company” in Nasdaq Listing Rule 5615(c)(2). As provided in the beneficial ownership table on page 58-59 of
the Amendment, a significant portion of the common stock beneficially owned by Mr. Arkin consists of warrants and options, neither of
which have voting power. Excluding such warrants and options, Mr. Arkin current holds approximately 44.59% of the voting power of the
Company for the election of directors. As a result, the Company does not qualify as a “Controlled Company” under Nasdaq rules.
Selling
Stockholders, page 61
4. 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.
Response:
The Company has revised the beneficial ownership table and selling stockholders table on pages 58-59 and 64-65 of the Amendment, respectively.
If
you have any further questions or comments, or if you require any additional information, please do not hesitate to contact the undersigned
by email at ravitzj@herzoglaw.co.il or telephone at +972-3-692-2020.
Very
truly yours,
/s/
Joshua Ravitz
Joshua
Ravitz
Herzog,
Fox & Neeman
cc
Ofer
Yehu, CEO
Yosef
Tanya, CFO
Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464
www.herzoglaw.co.il