SecProbe.io

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 Odysight.ai
Inc.

 Suite
7A, Industrial Park, P.O. Box 3030

 Omer,
Israel 8496500

 September
30, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Mitchell Austin

 RE:
 Odysight.ai
 Inc.

 Registration
 Statement on Form S-1
 Filed
 September 26, 2025

 File
 No. 333-290538

 Dear
Mr. Austin:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the " Company ") hereby requests acceleration
of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Greenberg Traurig, P.A., request by telephone that such
Registration Statement be declared effective.

 Please
contact Gary Emmanuel of Greenberg Traurig, P.A., counsel to the Company, at +972-3-636-6033, as soon as the Registration Statement has
been declared effective, or if you have any other questions or concerns regarding this matter.

 Very
 truly yours,

 Odysight.ai
 Inc.

 By:
 /s/
 Einav Brenner

 Name:
 Einav
 Brenner

 Title:
 Chief
 Financial Officer

 cc:

 Yehu
Ofer, Odysight.ai Inc.

 Gary
Emmanuel, Greenberg Traurig, P.A.

 Aviram
Hazak, Joshua Ravitz, Herzog, Fox & Neeman Law Offices

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 29, 2025

Yehu Ofer
Chief Executive Officer
Odysight.ai Inc.
Suite 7A, Industrial Park, P.O. Box 3030
Omer, Israel 8496500

 Re: Odysight.ai Inc.
 Registration Statement on Form S-1
 Filed September 26, 2025
 File No. 333-290538
Dear Yehu Ofer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Gary Emmanuel
</TEXT>
</DOCUMENT>

CORRESP
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Odysight.ai
Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

February
6, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the “Company”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-1 (File No. 333-283773) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 5:00 p.m., Eastern Time, on Monday, February
10, 2025 or as soon thereafter as may be practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at +972 3636 6000. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very
    truly yours,

    ODYSIGHT.AI
    INC.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:
Gary Emmanuel (Greenberg Traurig, P.A.)

CORRESP
1
filename1.htm

Odysight.ai
Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

February
6, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

VIA
EDGAR

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 4, 2025, in which we requested acceleration of the effective date
of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on February 4, 2025, or as soon thereafter as may be practicable,
in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement
be declared effective at such time and we hereby withdraw our request for acceleration of the effective date until further notice from
the Company.

The
Registrant respectfully requests that it be notified of acceptance of this notice of withdrawal by a telephone call to Gary Emmanuel,
Esq. of Greenberg Traurig, P.A. at +1 212 801 9337.

    Very
    truly yours,

    ODYSIGHT.AI
    INC.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:
Gary Emmanuel (Greenberg Traurig, P.A.)

CORRESP
1
filename1.htm

February
6, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Nicholas O’Leary

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

Dear
Mr. O’Leary:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on February 4, 2025, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on Tuesday, February 4, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time,
and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement,
as amended.

    Very
    truly yours,

    The
    Benchmark Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:
    Michael
    S. Jacobs

    Title:
    Head
    of Equity Capital Markets

    cc:
    Yehu
    Ofer, Odysight.ai Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Gary
    Emmanuel, Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

February
6, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Nicholas O’Leary

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

Dear
Mr. O’Leary:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed initial public offering of securities of Odysight.ai Inc. (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Time, on Monday, February 10, 2025, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Remainder
of Page Intentionally Left Blank]

    Very
    truly yours,

    The
    Benchmark Company, LLC

    By:

    /s/
    Michael S. Jacobs

    Name:

    Michael
    S. Jacobs

    Title:

    Head
    of Equity Capital Markets

    cc:
    Yehu
    Ofer, Odysight.ai Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Gary
    Emmanuel, Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

February
4, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Nicholas O’Leary

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

Dear
Mr. O’Leary:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed initial public offering of securities of Odysight.ai Inc. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Tuesday, February 4, 2025, or at such later time
as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Remainder
of Page Intentionally Left Blank]

    Very
    truly yours,

    The
    Benchmark Company, LLC

    By:

    /s/
    Michael S. Jacobs

    Name:

    Michael
    S. Jacobs

    Title:

    Head
    of Equity Capital Markets

    cc:
    Yehu
    Ofer, Odysight.ai Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Gary
    Emmanuel, Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

Odysight.ai
Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

February
4, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Odysight.ai
    Inc.

    Registration
                                            Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the “Company”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-1 (File No. 333-283773) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 5:00 p.m., Eastern Time, on Tuesday,
February 4, 2025 or as soon thereafter as may be practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at +972 3636 6000. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very
    truly yours,

    ODYSIGHT.AI
    INC.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:
Gary Emmanuel (Greenberg Traurig, P.A.)

CORRESP
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filename1.htm

February
3, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Nicholas O’Leary

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

Dear
Mr. O’Leary:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 28, 2025, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on Thursday, January 30, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time,
and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement,
as amended.

    Very
    truly yours,

    The
                                            Benchmark Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:
     Michael S. Jacobs

    Title:
     Head of Equity Capital Markets

    cc:
    Yehu
    Ofer, Odysight.ai Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Gary
    Emmanuel, Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

Odysight.ai
Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

February
3, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Odysight.ai
    Inc.

    Registration
                                            Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

VIA
EDGAR

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 28, 2025, in which we requested acceleration of the effective date
of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on January 30, 2025, or as soon thereafter as may be practicable,
in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement
be declared effective at such time and we hereby withdraw our request for acceleration of the effective date until further notice from
the Company.

The
Registrant respectfully requests that it be notified of acceptance of this notice of withdrawal by a telephone call to Gary Emmanuel,
Esq. of Greenberg Traurig, P.A. at +1 212 801 9337.

    Very
    truly yours,

    ODYSIGHT.AI
    INC.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:
Gary Emmanuel (Greenberg Traurig, P.A.)

CORRESP
1
filename1.htm

January
28, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Nicholas O’Leary

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

Dear
Mr. O’Leary:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed initial public offering of securities of Odysight.ai Inc. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Time, on Thursday, January 30, 2025, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Remainder
of Page Intentionally Left Blank]

    Very
    truly yours,

    The
    Benchmark Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:

    Michael
    S. Jacobs

    Title:

    Head
    of Equity Capital Markets

    cc:
    Yehu
    Ofer, Odysight.ai Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Gary
    Emmanuel, Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

Odysight.ai Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

January
28, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the “Company”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-1 (File No. 333-283773) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 5:00 p.m., Eastern Time, on Thursday, January
30, 2025 or as soon thereafter as may be practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at +972 3636 6000. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very
    truly yours,

    ODYSIGHT.AI
    INC.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:
Gary Emmanuel (Greenberg Traurig, P.A.)

December 18, 2024
Yehu Ofer
Chief Executive Officer
Odysight.ai Inc.
Suite 7A, Industrial Park, P.O. Box 3030
Omer, Israel 8496500
Re:Odysight.ai Inc.
Registration Statement on Form S-1
Filed December 12, 2024
File No. 333-283773
Dear Yehu Ofer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Gary M. Emmanuel

CORRESP
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filename1.htm

VIA
EDGAR

Odysight.ai
Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

August
8, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Benjamin Richie

    RE:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-273285

Dear
Mr. Richie:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the “Company”) hereby requests acceleration
of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on August 9, 2024, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Carter Ledyard & Milburn LLP, request by telephone that
such Registration Statement be declared effective.

Please
contact Guy Ben-Ami, of Carter Ledyard & Milburn LLP, counsel to the Company, at (212) 238-8658, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    Odysight.ai
    Inc.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:

Einav
Brenner, Odysight.ai Inc.

Aviram
Hazak, Joshua Ravitz,

Herzog,
Fox & Neeman Law Offices

Guy
Ben-Ami,

Carter
Ledyard & Milburn LLP

CORRESP
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June
24, 2024

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.

  Amendment No. 5 to Registration
  Statement on Form S-1

  Filed June 24, 2024

  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 (the “SEC”)
set forth in the Staff’s letter, dated April 26, 2024, with respect to Amendment No. 4 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. 5 to the Registration Statement.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

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.

Response:
As stated in Compliance and Disclosure Interpretation 212.15, parents and subsidiaries share enough of an identity of interest with an
issuer to prevent them from making a truly “secondary” offerings of the issuer’s securities; however, affiliates of
issuers are not necessarily treated as being an issuer’s alter ego and, under appropriate circumstances, may make offerings which
are deemed to be genuine secondaries. In our case, while Mr. Arkin is an affiliate of the Company, we believe that it is clear he does
not share an identity of interest with the Company and any sales by Mr. Arkin pursuant to the Registration Statement would represent
a genuine secondary offering, as would sales by the other selling stockholders. We believe that the existing disclosure in the Registration
Statement, with the further changes and additions as described below pursuant to the Staff’s comments, should be sufficient to
allow the offering to proceed as a secondary offering of common stock.

Herzog
                                            Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

    2

In
a variety of related contexts, prior Staff interpretive positions have provided that a selling stockholder’s status as a control
person, even one beneficially owning a majority of the shares of the registrant, alone is not dispositive of a disguised primary offering
on behalf of an issuer. Two of these interpretive positions are summarized below:

 ● In
                                            Compliance and Disclosure Interpretation, Securities Act Rules, Question 216.14, the Staff
                                            acknowledged that an affiliate with a large shareholding may engage in secondary offerings
                                            that are not deemed to be by or on behalf of the registrant: “Secondary sales by affiliates
                                            may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate
                                            owns more than 50% of the issuer’s securities, unless the facts and circumstances indicate
                                            that the affiliate is acting as an underwriter or by or on behalf of the issuer.”

 ● In
                                            Compliance and Disclosure Interpretation, Securities Act Rules, Interpretation 612.12, the
                                            Staff took the position that even a single affiliate holding as much as 73% of the equity
                                            of an issuer may effect a valid secondary offering if circumstances do not otherwise indicate
                                            that the affiliate is acting as an alter ego of the issuer. CDI 612.12 states, in relevant
                                            part: “A controlling person of an issuer owns a 73% block. That person will sell the
                                            block in a registered ‘at-the-market’ equity offering. Rule 415(a)(4), which
                                            places certain limitations on ‘at-the-market’ equity offerings, applies only
                                            to offerings by or on behalf of the registrant. A secondary offering by a control person
                                            that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

We
believe these interpretative positions support the view that the Company may register a valid secondary offering of its shares on behalf
of a controlling stockholder, so long as the facts and circumstances demonstrate that the affiliate is not acting as an underwriter
or otherwise as a conduit for the issuer. As described in more detail in the Company’s response letter of April 8, 2024, Mr. Arkin
has none of the characteristics typical of an underwriter of securities. He acquired the securities that are subject to the Registration
Statement over a period of several years, for investment purposes, a portion from the Company and a portion from other stockholders,
with the most recent purchase approximately a year ago, each in a bona fide private placement transaction or private resale in
which he made the typical investment and private placement representations to the Company (or to the then existing stockholders, as the
case may be). Mr. Arkin is not involved in the business of underwriting securities.

Regarding
identity of interest, a clear example of such a relationship involves the transfer of restricted securities, issued by third persons,
from a corporation to its sole stockholder parent. The recipient in such a situation has total and complete control over the corporation’s
assets. Because the corporation is simply a legal extension of the parent stockholder and because the stockholder has assumed the full
economic risk of investment from the moment its corporate alter ego acquired the restricted securities, a transfer from the affiliate
corporation to the stockholder causes no change in the allocation of economic risks. Indeed, the Staff has addressed such relationships
multiple times in connection with Rule 144(d)(1).1 In that context, Staff has also focused on the difference between one-person
and multi-owner corporations with regard to identify of interest. In addition, the identity of interest issue has arisen in previous
comment letters to other issuers regarding the applicability of Rule 415(a)(1)(i), where the Staff used such terminology when it commented
on a selling stockholder in an offering by its wholly-owned subsidiary and indicated that parents of issuers generally have enough
of an identity of interest with the issuer so as not to be able to make genuine secondary offerings of the issuer’s securities
under Rule 415(a)(1)(i).2

  1
  Cf. Hellman, Gal Investment
  Associates, SEC No-Action Letter, 1981 WL 25816, [1981 Transfer Binder] Fed. Sec. L. Rep. (CCH) 76,799 (December 19, 1980); Chart House,
  Incorporated, SEC No-Action Letter, 1975 WL 10527 (June 30, 1975); Dann Company, SEC No-Action Letter, 1974 WL 9347 (January 10, 1974);
  and Hydroculture Incorporated, SEC No-Action Letter, 1973 WL 6591 (April 4, 1973).

  2
  For example, see Comment
  1 at https://www.sec.gov/Archives/edgar/data/1742924/000000000018022180/filename1.pdf and Comment 6 at https://www.sec.gov/Archives/edgar/data/1533526/000000000011067645/filename1.pdf.

Herzog
                                            Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

    3

In
each case above, the analysis regarding identity of interest is similar. A stockholder of a wholly-owned company controls the destiny
of an entity that, for all practical purposes, is the owner’s alter ego, permitting the stockholder to, for example, effect a transfer
of securities from the corporation to itself without having to obtain meaningful consent of any other person. By contrast, a stockholder
in a public company with numerous stockholders, while of course viewed as the beneficial owner of his or her proportionate interest in
all the securities held by the corporation, frequently has significantly reduced individual control over such company. Before a desired
action can be effectuated, such stockholder must await a group decision by the company’s board of directors and, possibly, by its
stockholders.

The
distinction between a dominant parent and an affiliated stockholder in a multi-owner corporation, together with considerations of the
investment intent and economic interests of the stockholder, which reflect on whether an offering of such shares is in pursuit of company
or stockholder goals, are crucial in determining the presence of identify of interest or lack thereof, thwarting disguised primary offerings
but permitting genuine secondary offerings to proceed.

We
believe the following facts and circumstances surrounding Mr. Arkin’s role and holdings in the Company clearly demonstrate that
he does not share an identity of interest with the Company, neither exercising the necessary degree of control nor having economic interests
are necessarily aligned with those of the Company:

 1. Lack
                                            of Meaningful Board Authority: Although a person who is a director of a corporation is
                                            presumptively an affiliate, additional considerations relative to that status should be taken
                                            into account when considering an identity of interest. For example, a relevant fact is whether
                                            a particular director is a member of an especially important board committee, such as the
                                            executive or audit committee, or is the chair of the board. Also relevant is the duration
                                            of that person’s status as a director and the respect and influence that the person
                                            has among other board members. Mr. Arkin is only one member of a board of seven (7) directors,
                                            each of whom other than Mr. Arkin is independent under Nasdaq rules. In addition, the Company’s
                                            board has staggered terms and Mr. Arkin is not a member of the audit committee or any other
                                            important, crucial or authoritative committee of the Company. Mr. Arkin has no other nomination
                                            rights to the board, no other directors are affiliated with him and he does not dominate
                                            the other independent directors or the board as a whole in any way. Mr. Arkin joined the
                                            board in February 2021 and therefore was not the founder nor has he ever been the “living
                                            soul” of the Company. Mr. Arkin has no voting agreements with other stockholders or
                                            contractual rights in the Company’s founding documents.

 2. Lack
                                            of Officership. A person who is an officer of an issuer may also be an affiliate of that
                                            issuer. Relevant factual concerns with respect to this issue include the responsibilities
                                            of the officer and the extent of his or her power to perform a policy making function for
                                            the issuer. In our case, Mr. Arkin is simply not an officer or executive of the Company,
                                            neither having nor exerting any executive powers or effective control over management,
                                            including decisions regarding hiring or firing of Company personnel or setting the strategic
                                            direction of the Company, nor does he perform a policy-making function for the Company as
                                            only one voice out of seven on the board.

Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

    4

 3. Lack
                                            of Domination of Shareholder Base. Mr. Arkin currently holds approximately 44.52% of
                                            the voting power in the Company and may exercise warrants and options which could increase
                                            his voting power to 55.59%, making him the beneficial owner of 55.59% of the Company’s
                                            outstanding Common Stock pursuant to the SEC’s calculation methodology. However, Mr.
                                            Arkin’s beneficial ownership percentage masks the actual control that he would likely
                                            be able to exert in economic terms, were the Company subject to a merger, for example. The
                                            reason for this is that a significant portion of Mr. Arkin’s holdings are in warrants,
                                            a portion of which may be exercised on a cashless basis if certain conditions are met, and
                                            he is far from the only holder of warrants convertible into Common Stock of the Company.3
                                            Were Mr. Arkin to exercise on a cashless basis that portion of his warrants where he
                                            is permitted to do so, his beneficial ownership would drop to 46.35% of the Company’s
                                            outstanding Common Stock (based on the current market price). On a fully diluted basis, with
                                            all option and warrant holders fully exercising, Mr. Arkin’s beneficial ownership would
                                            drop to 38.32%, and if he exercised on a cashless basis that portion of his warrants where
                                            he is permitted to do so, to 31.74%, of the Company’s outstanding Common Stock
                                            (based on the current market price). In economic terms, Mr. Arkin does not dominate the stockholder
                                            base as one would expect from a true parent.

 4. Investor
                                            with Long Term View. Mr. Arkin holds a diverse portfolio of investments in private and
                                            public companies, both personally and as part of his investment group (see website https://arkinholdings.com/).
                                            He is a serial investor looking to grow his investments across a variety of fields with economic
                                            inte

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

April
8, 2024

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.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    December 20, 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 January 4, 2024, with respect to Amendment No. 2 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. 4 to the Registration Statement. As
discussed, Amendment No. 4 to the Registration Statement includes updated Company financial statements for FY2023 and provides other
general updates consistent with the Company’s most recent Annual Report on Form 10-K.

Note
that our responses below are identical to those provided in the response letter accompanying the February 20, 2024 filing of pre-effective
Amendment No. 3 to the Registration Statement.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

Executive
Compensation, page 44

 1. Please
                                            revise to provide the disclosure required by Item 402 of Regulation S-K for the year ended
                                            December 31, 2023.

Response:
The Company has updated the Executive Compensation information for the year ended December 31, 2023.

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

    2

Security
Ownership of Certain Beneficial Owners and Management, page 51

 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 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.

Response:
We note Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”) 612.09, which indicates that the issue
of whether an offering is by or on behalf of the issuer involves an analysis of facts beyond the entity that will receive the proceeds
of the sale of securities that are being registered. Specifically, C&DI 612.09 states that consideration should be given to the following
factors:

    1.
    how
    long the selling stockholders have held the shares;

    2.
    the
    circumstances under which they received them;

    3.
    their
    relationship to the issuer;

    4.
    the
    amount of shares involved;

    5.
    whether
    the sellers are in the business of underwriting securities; and

    6.
    whether
    under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Analysis
of the Six Factor Test of C&DI 612.09:

  A.
  The
  Period for which the Selling Stockholder has Held the Shares.

Of
the 11,046,927 shares of common stock being registered pursuant to the Registration Statement, 1,923,575 shares of common stock were
acquired in a third party purchase in June 2023; 3,294,117 shares of common stock and 3,294,117 warrants to acquire shares of common
stock were acquired in a private placement equity financing in March 2023; 901,236 shares of common stock and 901,236 warrants to acquire
shares of common stock were acquired in a private placement equity financing in 2021; 688,705 shares of common stock were acquired in
a private placement equity financing in 2020; and 43,941 shares of common stock were acquired in a private placement equity financing
in 2019.

Therefore,
even the most recent purchases took place more than nine months ago.

In
this regard, we believe it is important to note that C&DI 139.13 provides that no minimum holding period is required where the Company
has “completed the private transaction of all of the securities it is registering”.

  B.
  The
  Circumstances under which the Selling Stockholder Received the Shares.

The
Selling Shareholders obtained the shares offered in the Registration Statement through negotiated transactions completed long before
the filing of the Registration Statement. There is no agreement or arrangement regarding the price at which the Selling Shareholders
will resell such shares, if at all, to the public pursuant to the Registration Statement. As indicated in the Registration Statement,
the June 2023 shares were acquired pursuant to a share purchase agreement entered into on June 1, 2023 by and among Medigus Ltd., L.I.A.
Pure Capital Ltd., Mr. Eli Yoresh and Ms. Cheli Menashe, as sellers, and M. Arkin (1999) Ltd., The Phoenix Insurance Company Ltd., Shotfut
Menayot Israel – Phoenix Amitim, Lior Prosor, Prof. Benad Goldwasser and Mr. Yehu Ofer, as purchasers (each such purchaser is a
Selling Shareholder) (the “June 2023 Agreement”). The Company was not a party to the June 2023 Agreement, and therefore
did not attach such agreement as an exhibit to any of its filings with the Securities and Exchange Commission (the “SEC”).
As indicated, on December 30, 2019, the Company and Medigus consummated a securities exchange agreement (the “Exchange Agreement”),
pursuant to which Medigus sold the underlying business to the Company in exchange for shares of the Company’s common stock. The
Exchange Agreement was filed as Exhibit 10.1 to a Form 8-K filed by Medigus with the SEC on September 17, 2019 and was also incorporated
by reference to the Form 10-K of Medigus for the year ended December 31, 2019. Based on Staff’s comments, we have added the Exchange
Agreement as an exhibit to the Registration Statement as well.

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

    3

Under
the Exchange Agreement, Medigus Ltd. represented that it acquired the shares for investment for its own account and not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that it had no present intention of selling, granting
any participation in or otherwise distributing the shares, except in compliance with applicable securities laws. Medigus further represented
that it did not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to
such person with respect to the shares. Only in June 2023 did Medigus sell its remaining shares to the Selling Shareholders.

In
the June 2023 Agreement, the Selling Shareholders represented that they were purchasing the shares solely for their own account for investment
purposes only, and not in connection with a sale or distribution (Section 3.2), and that there were no contracts, agreements or arrangements
with respect to the shares. The Company has added the June 2023 Agreement as an exhibit to the Registration Statement, as the Staff requested.

  C.
  The
  Selling Shareholder’s Relationship to the Issuer.

The
Selling Shareholders agreed to acquire the Company’s common stock for investment purposes as principals, not as agents, and are
at market risk for all shares purchased as part of their investment. The Selling Shareholders will retain all proceeds (except for exercise
of warrants in the event of a non-cashless exercise) from the sale of shares pursuant to the Registration Statement and, in contrast
to the economic terms of an underwritten offering, any proceeds the Company receives upon the exercise of warrants is not dependent on
the price at which the Selling Shareholders ultimately decide to sell the shares pursuant to the Registration Statement.

While
the Selling Shareholders can be deemed as affiliates and Mr. Arkin is a member of the Company board of directors, as noted previously,
we understand the Staff normally takes the position that affiliates may make offerings which are deemed to be genuine secondary offerings.

  D.
  The
  Amount of Shares to be Sold by the Selling Shareholders.

Regardless
of percentage, it is important to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is
not a controlling factor.

Moreover,
as we indicated in our prior response letter, the Company has reviewed various historical guidance from Staff, including the Securities
Act Rules Compliance and Disclosure Interpretations Question 612.12, which states, “A controlling person of an issuer owns a 73%
block. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not
deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The
above guidance from Staff illustrates that even a single, large stockholder may effect a valid secondary offering of shares, even where
the stockholder’s ownership percentage in the issuer is well in excess of the approximately 55.61% beneficially owned by Mr. Arkin.
Mr. Arkin has been a long-term investor in the Company since he first acquired shares of the Company in 2020. Indeed, prior to his acquisitions
in March and June 2023, Mr. Arkin already beneficially owned approximately 16% of the Company’s outstanding shares. Moreover, the
shares covered by the Registration Statement consist of shares held by several individual Selling Shareholder and not by one large Selling
Shareholder.

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

    4

  E.
  Whether
  the Selling Shareholders are in the Business of Underwriting Securities.

The
Selling Shareholders consist of insurance and investment funds and individual investors. None of the Selling Shareholders is a broker-dealer.
None of the Selling Shareholders is in the business of underwriting securities. Additionally, the issuance of the securities covered
by the Registration Statement was neither conditioned on the prior effectiveness of the Registration Statement nor otherwise conditioned
on the Selling Shareholders’ ability to resell the securities. Accordingly, the Company believes that none of the features commonly
associated with acting as an underwriter are present.

 F. Whether
                                            Under All the Circumstances it Appears that the Selling Shareholders are Acting as a Conduit
                                            for the Company.

Based
on the foregoing analysis, the Company respectfully submits that the facts do not support the determination that the Selling Shareholders
are acting as a conduit for the Company. The Selling Shareholders acquired the securities over a period of three and a half years, a
portion from the Company and a portion from other shareholders, with the most recent purchase over nine months ago, each in a bona fide
private placement transaction or private resale in which they made the typical investment and private placement representations to the
Company (or to the then existing shareholders, as the case may be). Since such time, the Selling Shareholders have borne the full economic
risk of ownership of their securities and will likely continue to do so for a significant period of time given the historically low trading
volume and price volatility of the Common Stock. As noted above, the Selling Shareholders are comprised of insurance and investment funds
and individual investors not involved in the business of underwriting securities. None of the Selling Shareholders is acting on behalf
of the Company with respect to the shares being registered for resale under the Registration Statement, and, moreover, the timing of
the filing of the Registration Statement was dictated by the timetable included in the Registration Rights Agreement, which required
that the Registration Statement be filed within one hundred and twenty days after the closing of the private placement.

As
we indicate in the Registration Statement, Prof. Goldwasser, Mr. Ofer and Mr. Prosor wished to participate in the resale registration
statement, and Mr. Arkin, Phoenix Insurance and Phoenix Amitim provided written consent to their inclusion. Pursuant to the Registration
Rights Agreement, the consent of Mr. Arkin, Phoenix Insurance and Phoenix Amitim was required for participation by any other party in
the Registration Statement.

For
the reasons described above, the Company respectfully submits to Staff that the proposed resale of the Shares by the Selling Shareholders
as contemplated by the Registration Statement is appropriately characterized as a secondary offering.

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

    Yehu
    Ofer, CEO

    Tanya
    Yosef, CFO

    Guy
    Ben-Ami, Carter Ledyard & Milburn

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

CORRESP
1
filename1.htm

February
20, 2024

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.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    December 20, 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 January 4, 2024, with respect to Amendment No. 2 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. 3 to the Registration Statement.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.

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.

    Response:
    The Company has updated the Executive Compensation information for the year ended December 31, 2023.

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      2

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 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.

Response:
We note Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”) 612.09, which indicates that the issue
of whether an offering is by or on behalf of the issuer involves an analysis of facts beyond the entity that will receive the proceeds
of the sale of securities that are being registered. Specifically, C&DI 612.09 states that consideration should be given to the following
factors:

    1.
    how
    long the selling stockholders have held the shares;

    2.
    the
    circumstances under which they received them;

    3.
    their
    relationship to the issuer;

    4.
    the
    amount of shares involved;

    5.
    whether
    the sellers are in the business of underwriting securities; and

    6.
    whether
    under all the circumstances it appears that the seller is acting as a conduit for the issuer.

    Analysis
    of the Six Factor Test of C&DI 612.09:

  A.
  The Period for which the Selling Stockholder has Held the
Shares.

Of
the 11,046,927 shares of common stock being registered pursuant to the Registration Statement, 1,923,575 shares of common stock were
acquired in a third party purchase in June 2023; 3,294,117 shares of common stock and 3,294,117 warrants to acquire shares of common
stock were acquired in a private placement equity financing in March 2023; 901,236 shares of common stock and 901,236 warrants to acquire
shares of common stock were acquired in a private placement equity financing in 2021; 688,705 shares of common stock were acquired in
a private placement equity financing in 2020; and 43,941 shares of common stock were acquired in a private placement equity financing
in 2019.

Therefore,
even the most recent purchases took place more than nine months ago.

In
this regard, we believe it is important to note that C&DI 139.13 provides that no minimum holding period is required where the Company
has “completed the private transaction of all of the securities it is registering”.

  B.
  The Circumstances under which the Selling Stockholder Received
the Shares.

The
Selling Shareholders obtained the shares offered in the Registration Statement through negotiated transactions completed long before
the filing of the Registration Statement. There is no agreement or arrangement regarding the price at which the Selling Shareholders
will resell such shares, if at all, to the public pursuant to the Registration Statement. As indicated in the Registration Statement,
the June 2023 shares were acquired pursuant to a share purchase agreement entered into on June 1, 2023 by and among Medigus Ltd., L.I.A.
Pure Capital Ltd., Mr. Eli Yoresh and Ms. Cheli Menashe, as sellers, and M. Arkin (1999) Ltd., The Phoenix Insurance Company Ltd., Shotfut
Menayot Israel – Phoenix Amitim, Lior Prosor, Prof. Benad Goldwasser and Mr. Yehu Ofer, as purchasers (each such purchaser is a
Selling Shareholder) (the “June 2023 Agreement”). The Company was not a party to the June 2023 Agreement, and therefore
did not attach such agreement as an exhibit to any of its filings with the Securities and Exchange Commission (the “SEC”).
As indicated, on December 30, 2019, the Company and Medigus consummated a securities exchange agreement (the “Exchange Agreement”),
pursuant to which Medigus sold the underlying business to the Company in exchange for shares of the Company’s common stock. The
Exchange Agreement was filed as Exhibit 10.1 to a Form 8-K filed by Medigus with the SEC on September 17, 2019 and was also incorporated
by reference to the Form 10-K of Medigus for the year ended December 31, 2019. Based on Staff’s comments, we have added the Exchange
Agreement as an exhibit to the Registration Statement as well.

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      3

Under
the Exchange Agreement, Medigus Ltd. represented that it acquired the shares for investment for its own account and not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that it had no present intention of selling, granting
any participation in or otherwise distributing the shares, except in compliance with applicable securities laws. Medigus further represented
that it did not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to
such person with respect to the shares. Only in June 2023 did Medigus sell its remaining shares to the Selling Shareholders.

In
the June 2023 Agreement, the Selling Shareholders represented that they were purchasing the shares solely for their own account for investment
purposes only, and not in connection with a sale or distribution (Section 3.2), and that there were no contracts, agreements or arrangements
with respect to the shares. The Company has added the June 2023 Agreement as an exhibit to the Registration Statement, as the Staff requested.

  C.
  The Selling Shareholder’s Relationship to the Issuer.

The
Selling Shareholders agreed to acquire the Company’s common stock for investment purposes as principals, not as agents, and are
at market risk for all shares purchased as part of their investment. The Selling Shareholders will retain all proceeds (except for exercise
of warrants in the event of a non-cashless exercise) from the sale of shares pursuant to the Registration Statement and, in contrast
to the economic terms of an underwritten offering, any proceeds the Company receives upon the exercise of warrants is not dependent on
the price at which the Selling Shareholders ultimately decide to sell the shares pursuant to the Registration Statement.

While
the Selling Shareholders can be deemed as affiliates and Mr. Arkin is a member of the Company board of directors, as noted previously,
we understand the Staff normally takes the position that affiliates may make offerings which are deemed to be genuine secondary offerings.

  D.
  The Amount of Shares to be Sold by the Selling Shareholders.

Regardless
of percentage, it is important to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is
not a controlling factor.

Moreover,
as we indicated in our prior response letter, the Company has reviewed various historical guidance from Staff, including the Securities
Act Rules Compliance and Disclosure Interpretations Question 612.12, which states, “A controlling person of an issuer owns a 73%
block. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not
deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The
above guidance from Staff illustrates that even a single, large stockholder may effect a valid secondary offering of shares, even where
the stockholder’s ownership percentage in the issuer is well in excess of the approximately 55.61% beneficially owned by Mr. Arkin.
Mr. Arkin has been a long-term investor in the Company since he first acquired shares of the Company in 2020. Indeed, prior to his acquisitions
in March and June 2023, Mr. Arkin already beneficially owned approximately 16% of the Company’s outstanding shares. Moreover, the
shares covered by the Registration Statement consist of shares held by several individual Selling Shareholder and not by one large Selling
Shareholder.

  E.
  Whether the Selling Shareholders are in the Business of
Underwriting Securities.

The
Selling Shareholders consist of insurance and investment funds and individual investors. None of the Selling Shareholders is a broker-dealer.
None of the Selling Shareholders is in the business of underwriting securities. Additionally, the issuance of the securities covered
by the Registration Statement was neither conditioned on the prior effectiveness of the Registration Statement nor otherwise conditioned
on the Selling Shareholders’ ability to resell the securities. Accordingly, the Company believes that none of the features commonly
associated with acting as an underwriter are present.

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      4

  F.
  Whether Under All the Circumstances it Appears that the
Selling Shareholders are Acting as a Conduit for the Company.

Based
on the foregoing analysis, the Company respectfully submits that the facts do not support the determination that the Selling Shareholders
are acting as a conduit for the Company. The Selling Shareholders acquired the securities over a period of three and a half years, a
portion from the Company and a portion from other shareholders, with the most recent purchase over nine months ago, each in a bona fide
private placement transaction or private resale in which they made the typical investment and private placement representations to the
Company (or to the then existing shareholders, as the case may be). Since such time, the Selling Shareholders have borne the full economic
risk of ownership of their securities and will likely continue to do so for a significant period of time given the historically low trading
volume and price volatility of the Common Stock. As noted above, the Selling Shareholders are comprised of insurance and investment funds
and individual investors not involved in the business of underwriting securities. None of the Selling Shareholders is acting on behalf
of the Company with respect to the shares being registered for resale under the Registration Statement, and, moreover, the timing of
the filing of the Registration Statement was dictated by the timetable included in the Registration Rights Agreement, which required
that the Registration Statement be filed within one hundred and twenty days after the closing of the private placement.

As
we indicate in the Registration Statement, Prof. Goldwasser, Mr. Ofer and Mr. Prosor wished to participate in the resale registration
statement, and Mr. Arkin, Phoenix Insurance and Phoenix Amitim provided written consent to their inclusion. Pursuant to the Registration
Rights Agreement, the consent of Mr. Arkin, Phoenix Insurance and Phoenix Amitim was required for participation by any other party in
the Registration Statement.

For
the reasons described above, the Company respectfully submits to Staff that the proposed resale of the Shares by the Selling Shareholders
as contemplated by the Registration Statement is appropriately characterized as a secondary offering.

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

    Yehu
    Ofer, CEO

    Tanya
    Yosef, CFO

    Guy
    Ben-Ami, Carter Ledyard & Milburn

    Herzog Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

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

CORRESP
1
filename1.htm

December
20, 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.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    September 27, 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 October 11, 2023, with respect to Amendment No. 1 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. 2 to the Registration Statement.

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
    reissue comment 1 to the extent that you did not clarify the risk factor on page 6, which still implies you are working toward Nasdaq
    listing approval, and does not disclose that listing was denied or that you likely will not actively pursue the listing until at
    least April 2024, after your next Form 10-K filing.

Response:
In order to emphasize its status as an OTC company, the Company has deleted the risk factor related to Nasdaq and included certain additional
information in the risk factor “Trading on the OTC Markets is volatile, sporadic and often thin, which could depress the market
price of our Common Stock and make it difficult for our stockholders to resell their Common Stock.”

Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      2

    2.
    Revise
    the summary risk factors and the risk factor on pages 15 and 17, and any related disclosure in the document, to clarify if your stock
    is currently is a “penny stock.”

Response:
To clarify its current status as a “penny stock,” the Company has revised the summary risk factor and risk factor sections
and has added a “Section 15(g) of the Exchange Act” explanation under the section titled “Market For Registrant’s
Common Equity and Related Stockholder Matters.”

Security
Ownership of Certain Beneficial Owners and Management, page 55

    3.
    We
    note your response to comment 2. As Mr. Arkin currently holds approximately 44.59% of the voting power of your securities and additional
    warrants and options that are “currently exercisable or will become exercisable within 60 days,” please amend your disclosure
    to include any risks related to your possible status as a controlled company.

Response:
The Company has added a risk factor to address the risk that it may be considered a “controlled company” if it ever lists
on Nasdaq.

    4.
    We
    reissue comment 3 in part. We note the disclosure in footnote 13 to the table that “in general, subsidiaries of the Phoneix
    Holdings Ltd. manage their own funds and/or the funds of others.” Please revise footnote 13 here and footnote 6 to the selling
    stockholders table to clarify who has beneficial ownership over the shares held by each subsidiary of Mr. Arken’s company,
    Phoenix Insurance Company Ltd.

Response:
The Company has amended footnote 10 of the beneficial ownership table and footnote 5 of the selling stockholder table to clarify that
the shares of Common Stock held by Mr. Arkin through his unrelated and strictly individual retirement account at Phoenix Insurance Company
Ltd. (“Phoenix Insurance”) are not included as beneficially owned by The Phoenix Holdings; rather, these shares of
Common Stock are beneficially owned by Mr. Arkin. Although Mr. Arkin maintains an individual retirement account at Phoenix Insurance,
please note that Phoenix Insurance is neither affiliated with Mr. Arkin nor is it Mr. Arkin’s company. Rather, Phoenix Insurance
is a completely separate wholly-owned subsidiary of The Phoenix Holdings, a public company in Israel listed on the Tel Aviv Stock Exchange.

The
Company does not believe that any of the selling stockholders is a member of a “group” with any selling stockholder within
the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b) thereunder. The Company is not aware of any relationship among the
selling stockholders other than as disclosed in the Registration Statement and believes that the selling stockholders act independently
of one another.

    5.
    We
    note the disclosure on page 67 that “[t]he Selling Stockholders and any underwriters, broker-dealers or agents that participate
    in the sale of the Common Stock or interests therein may be ‘underwriters’ within the meaning of Section 2(11) of the
    Securities Act.” We note the shares subject to resale consist of over 56% of the beneficial ownership of your common stock,
    that it appears Mr. Arkin, the selling shareholder acquired the vast majority of the shares within the past 3-6 months, which resulted
    in a change of control and let to the name change, Mr. Arkin has authority to determine which shareholders may resale their shares
    in the offering, that the company could receive up to $27.4 million from conversion of the warrants into common stock, and other
    information disclosed in Recent Developments beginning on page 44. Please provide your analysis why the selling securityholders should
    not be deemed underwriters. Refer to Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”) 612.09.

Response:

The
Company respectfully advises the Staff that based on its analysis of all the circumstances, as discussed in greater detail below, it
does not believe that the selling stockholders should be deemed underwriters.

Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      3

The
Company considered the definition of an “Underwriter” provided in Section 2(a)(11) of the Securities Act in its analysis:

Section
2(a)(11) of the Securities Act defines an “underwriter” to include: “any person who has purchased from an issuer
with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct
or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any
such undertaking…”

    a)
    Not
    Purchased with View to Distribute. The shares and warrants subject to the Registration Statement (the “Securities”)
    were not purchased with a view to distribute such Securities. As described in the Registration Statement, the Securities were originally
    purchased by the Selling Stockholders in connection with their investment in the Company, in the ordinary course of business and
    in connection with private placements by the Company and purchases from another stockholder. In each case, the Securities were purchased
    with a long-term investment intent in the Company. In each of the private placements, the Selling Stockholders made extensive representations
    and warranties regarding their investment intent, including representations that each Selling Stockholder was purchasing the Securities
    for their own account, for investment purposes and not for the purpose of effecting any distribution of the Securities in violation
    of the Securities Act. In fact, the securities have standard insider trading restrictions on resale. In addition, at the time of
    acquisition of the Securities and currently, to the Company’s knowledge none of the Selling Stockholders had or currently has
    any agreements or understandings, directly or indirectly, with any person to distribute such Securities.

    b)
    No
    Contractual, Legal or Other Relationship with Selling Stockholders. The registration of the Selling Stockholders’ shares
    through the Registration Statement constitutes a valid secondary offering and is not an offering by or on behalf of the Company.
    No Selling Stockholder is acting on behalf of the Company with respect to the shares included in the Registration Statement, and
    the Company has no contractual, legal or other relationship with the Selling Stockholders who received shares in the transactions
    described above that would control the timing, nature and amount of resales of such shares following the effectiveness of the Registration
    Statement or whether such shares are even resold at all under the Registration Statement. As such, the Selling Stockholders are not
    acting as a conduit for the Company, and the Company believes that the present registered offering is properly suited as a secondary
    offering and not an indirect primary offering.

    c)
    Selling
    Stockholder Questionnaires and Confirmations. We provided the Selling Stockholders with a questionnaire to be completed and returned
    to us should such Selling Stockholder elect to have the Securities included in the Registration Statement. Based on information provided
    by the Selling Stockholders, it is our belief that such Selling Stockholders acquired their Securities in the ordinary course of
    business and in connection with private placements and purchases from another stockholder. The Selling Stockholders at the time of
    purchase and currently, had and currently have no agreements or understandings, directly or indirectly, with any party to distribute
    the securities. Therefore the Selling Stockholders should not be deemed to be underwriters within the meaning of Section 2(11) of
    the Securities Act.

Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      4

    d)
    Sales
    by a Control Person Not Dispositive of a Primary Offering. The Company notes the Staff’s prior interpretive positions which
    advise that, in certain contexts, a selling stockholder’s status as a control person alone is not dispositive of a disguised
    primary offering on behalf of an issuer. In Compliance and Disclosure Interpretation, Securities Act Rules, Question 216.14, the
    Staff acknowledged that an affiliate with a large shareholding may engage in secondary offerings that are not deemed to be by or
    on behalf of the registrant: “Secondary sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in
    cases where the affiliate owns more than 50% of the issuer’s securities, unless the facts and circumstances indicate that the
    affiliate is acting as an underwriter or by or on behalf of the issuer.” Compliance and Disclosure Interpretation, Securities
    Act Rules, Question 212.15 similarly provides that affiliates may make secondary offerings under Rule 415(a)(1)(i) under appropriate
    circumstances: “Rule 415(a)(1)(i) excludes from the concept of secondary offerings sales by parents or subsidiaries of the
    issuer. Form S-3 does not specifically so state; however, as a practical matter, parents and most subsidiaries of an issuer would
    have enough of an identity of interest with the issuer so as not to be able to make “secondary” offerings of the issuer’s
    securities. Aside from parents and subsidiaries, affiliates of issuers are not necessarily treated as being the alter egos of the
    issuers. Under appropriate circumstances, affiliates may make offerings which are deemed to be genuine secondaries.” In Compliance
    and Disclosure Interpretation, Securities Act Rules, Interpretation 612.12 (“CDI 612.12”), the Staff took the
    position that even a single affiliate holding as much as 73% of the equity of an issuer may effect a valid secondary offering if
    circumstances do not otherwise indicate that the affiliate is acting as an alter ego of the issuer. CDI 612.12 states, in relevant
    part: “A controlling person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’
    equity offering. Rule 415(a) (4), which places certain limitations on ‘at-the-market’ equity offerings, applies only
    to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf
    of the registrant is not restricted by Rule 415(a)(4).” The 73% ownership block discussed in CDI 612.12 is significantly greater
    than Mr. Arkin’s beneficial ownership of the Company. We believe these interpretative positions support the Company’s
    view that the Company can register a valid secondary offering of its shares on behalf of a controlling stockholder, unless other
    facts indicate that the controlling stockholder is acting as a conduit for the issuer. As there are no other facts which indicate
    that Mr. Arkin is acting as a conduit for the Company, the Company does not believe that the affiliate status of any Selling Stockholder
    should be indicative of an indirect primary offering on behalf of the Company.

    e)
    Company
    Name Change Unrelated to Recent Acquisition of Additional Shares. The recent name change of the Company from ScoutCam Inc. to
    Odysight.ai Inc. is not related in any way to Mr. Arkin’s acquiring additional shares. Mr, Arkin has served on the Company’s
    board of directors since February 15, 2021. Mr. Arkin, according to the Company’s understanding and inquiries, believes in
    the long term vision of the Company. As we reported in our SEC filings, the name “Odysight.ai” reflects the Company’s
    significant transformation into a leading global provider of critical system, visualization monitoring technology for the aviation,
    transportation, energy and Industry 4.0 markets, relying in part on its artificial intelligence (AI) capabilities. These AI capabilities
    have developed gradually since 2019 and the recent decision to change the Company’s name to reflect these capabilities was
    not a change of business plans resulting from any change of control.

    f)
    Not
    in Business of Underwriting. The Company advises that the Selling Stockholders are not in the business of buying and selling
    securities, nor are they acting as a conduit for the Company in order to do so. Each of the Selling Stockholders has made an investment
    decision to acquire the Securities and has advised the Company that it purchased or acquired the Securities in the ordinary course
    of business and that at the time of the purchase or acquisition of the Securities to be sold hereunder, it had no agreements or understandings,
    directly or indirectly, with any person to distribute the securities.

    g)
    Not
    Acting as a Conduit for the Issuer. None of Selling Stockholders has an underwriting relationship with the Company and they are
    not receiving a finder’s fees, commission or other payment from the Company in connection with the sale of any of the Securities
    registered for resale in the Registration Statement. In addition, the Company will not receive any proceeds from the resale of the
    Securities registered on behalf of the Selling Stockholders under the Registration Statement. Proceeds received by the Company as
    a result of conversion of outstanding warrants does not mean the Company is directly receiving any proceeds from the sale of the
    Securities.

Herzog
Tower, 6 Yitzhak Sadeh St. Tel Aviv 6777506, Israel Tel: +972-3-692-2020, Fax: +972-3-696-6464

www.herzoglaw.co.il

      5

In
addition, to the Company’s knowledge, there is nothing to suggest that any special selling efforts or selling methods have or would
take place if these Securities were registered for resale under the Securities Act. The Company is not aware

United States securities and exchange commission logo
October 11, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 27, 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 August 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Risks Related to this Offering and Our Common Stock, page 6
1.We reissue comment 1 to the extent that you did not clarify the risk factor on page 6,
which still implies you are working toward Nasdaq listing approval, and does not disclose
that listing was denied or that you likely will not actively pursue the listing until at least
April 2024, after your next Form 10-K filing.
2.Revise the summary risk factors and the risk factor on pages 15 and 17, and any related
disclosure in the document, to clarify if your stock is currently is a "penny stock."

 FirstName LastNameYehu Ofer
 Comapany NameOdysight.ai Inc.
 October 11, 2023 Page 2
 FirstName LastName
Yehu Ofer
Odysight.ai Inc.
October 11, 2023
Page 2
Security Ownership of Certain Beneficial Owners and Management, page 58
3.We note your response to comment 2. As Mr. Arkin currently holds approximately
44.59% of the voting power of your securities and additional warrants and options that are
"currently exercisable or will become exercisable within 60 days," please amend your
disclosure to include any risks related to your possible status as a controlled company.
4.We reissue comment 3 in part. We note the disclosure in footnote 13 to the table that "in
general, subsidiaries of the Phoneix Holdings Ltd. manage their own funds and/or the
funds of others." Please revise footnote 13 here and footnote 6 to the selling stockholders
table to clarify who has beneficial ownership over the shares held by each subsidiary of
Mr. Arken's company, Phoenix Insurance Company Ltd.
5.We note the disclosure on page 67 that "[t]he Selling Stockholders and any underwriters,
broker-dealers or agents that participate in the sale of the Common Stock or interests
therein may be 'underwriters' within the meaning of Section 2(11) of the Securities
Act." We note the shares subject to resale consist of over 56% of the beneficial ownership
of your common stock, that it appears Mr. Arkin, the selling shareholder acquired the vast
majority of the shares within the past 3-6 months, which resulted in a change of control
and let to the name change, Mr. Arkin has authority to determine which shareholders may
resale their shares in the offering, that the company could receive up to $27.4 million from
conversion of the warrants into common stock, and other information disclosed in Recent
Developments beginning on page 44. Please provide your analysis why the selling
securityholders should not be deemed underwriters. Refer to Securities Act Rules
Compliance and Disclosure Interpretation ("C&DI") 612.09.
Part II: Information Not Required in Prospectus, page II-1
6.Revise Item 15 to provide the information required by Item 701 of Regulation S-K.
General
7.Please revise the cover page to clarify what securities are being registered, including
specifying the number of securities acquired and identifying each of the "investments in
Odysight.ai Inc." in which each was acquired. Also, please revise the cover page of the
registration statement, and the prospectus generally, to remove the registration of "the
shares of Common Stock underlying the Warrants issued pursuant to the Private
Placement," described in the second paragraph of "Recent Developments" on page 44. For
guidance, please refer to Securities Act Section 5 Compliance and Disclosure
Interpretation ("C&DI") 139.09.

 FirstName LastNameYehu Ofer
 Comapany NameOdysight.ai Inc.
 October 11, 2023 Page 3
 FirstName LastName
Yehu Ofer
Odysight.ai Inc.
October 11, 2023
Page 3
            Please contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-6902 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joshua Ravitz

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

United States securities and exchange commission logo
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

CORRESP
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May
7, 2021

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Division
    of Corporation Finance, Office of Life Sciences

    Ms.
    Kasey Robinson

    Re:
    ScoutCam
                                         Inc.

        Registration
        Statement on Form S-1

        File
        No. 333-255752

VIA
EDGAR

Dear
Ms. Robinson:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ScoutCam Inc. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-255752) of the Registrant (the “Registration
Statement”) be accelerated so that the Registration Statement will be declared effective at 5:00 p.m., Eastern Time,
on May 10, 2021, or as soon thereafter as may be practicable.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so confirm that event with
our outside counsel, Dr. Shachar Hadar of Meitar | Law Offices, by email at shacharh@meitar.com. The Company hereby authorizes
Dr. Hadar to orally modify or withdraw this request for acceleration.

    Sincerely,

    /s/
    Yovav Sameah

    Yovav
    Sameah

    Chief
    Executive Officer

    cc:
    Shachar
    Hadar, Adv., Meitar | Law Offices

United States securities and exchange commission logo
May 6, 2021
Yovav Sameah
Chief Executive Officer
ScoutCam Inc.
Suite 7A, Industrial Park, P.O. Box 3030
Omer, Israel 8496500
Re:ScoutCam Inc.
Registration Statement on Form S-1
Filed May 4, 2021
File No. 333-255752
Dear Mr. Sameah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kasey Robinson at 202-551-5880 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Shachar Hadar, Adv.

CORRESP
1
filename1.htm

July
14, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance, Office of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Mr.
    Jeffrey Gabor

    Ms.
    Mary Beth Breslin

    Re:
    ScoutCam
    Inc.

    Registration
    Statement on Form S-1, as amended

    Registration
    No. 333-237470

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ScoutCam Inc. (the “Company”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-237470) of the Company (the “Registration
Statement”), be accelerated so that such Registration Statement shall become effective at 9:00 a.m., Eastern Time, on
July 16, 2020 or as soon as possible thereafter.

The
Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so confirm that event with
our outside counsel, Mr. Matthew Rudolph of Meitar | Law Offices, by email at matthewr@meitar.com. The Company hereby
authorizes Mr. Rudolph of Meitar | Law Offices to orally modify or withdraw this request for acceleration.

    Sincerely,

    SCOUTCAM
    INC.

    By:
    /s/
    Yaron Silberman

    Yaron
    Silberman

    Chief
    Executive Officer

    cc:
    Mr.
    Matthew Rudolph, Esq. (Meitar | Law Offices)

United States securities and exchange commission logo
May 27, 2020
Yaron Silberman
Chief Executive Officer
ScoutCam Inc.
Suite 7A, Industrial Park
P.O. Box 3030
Omer, Israel 8496500
Re:ScoutCam Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 12, 2020
File No. 333-237470
Dear Mr. Silberman:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our April 24, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 12, 2020
Sales and Marketing, page 24
1.We note your response to comment 6.  With a view towards understanding your business
model, please briefly explain to your investors how you generate revenue by expanding
your discussion of your principal products and services and their pricing.
Our Customers, page 25
2.We note your response to prior comment 7 that, for reasons related to your business-to-
business sales model, the identity of your customer who accounted for 28% of revenues in
2019 is not material to investors. Please expand your response to clarify the basis for your

 FirstName LastNameYaron Silberman
 Comapany NameScoutCam Inc.
 May 27, 2020 Page 2
 FirstName LastName
Yaron Silberman
ScoutCam Inc.
May 27, 2020
Page 2
conclusion. For instance, we note your disclosure that you conduct research and
development specific to your customer’s end product, conduct regulatory testing and
handle required regulatory approval. Therefore, it is unclear whether your products could
be sold to another customer if the initial customer is lost or unable to purchase your
products without further research and development or integration costs. Please advise or
revise.
Exhibits
3.Please revise to mark the first page of Exhibit 10.18 per Regulation S-K Item
601(b)(10)(iv).
            You may contact David Burton at 202-551-3626 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew R. Rudolph, Adv.

April 24, 2020
Yaron Silberman
Chief Executive Officer
ScoutCam Inc.
Suite 7A, Industrial Park
P.O. Box 3030
Omer, Israel 8496500
Re:ScoutCam Inc.
Registration Statement on Form S-1
Filed March 30, 2020
File No. 333-237470
Dear Mr. Silberman:
            We have reviewed your registration statement and have the following 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.
Form S-1 filed March 30, 2020
Cover Page
1.We note your disclosure that the selling stockholders will sell their shares at fixed prices,
at market prices or at negotiated prices. We also note that your common stock is currently
quoted on the OTC Pink. Please note that being quoted on the OTC Pink does not satisfy
the requirement that there be an established public trading market, with respect to
secondary at-the-market offerings, for purposes of identifying the offering price on the
prospectus cover page as required by Item 501(b)(3) of Regulation S- K. Therefore, please
revise to reflect the fixed price at which the shares will be offered.

 FirstName LastNameYaron Silberman
 Comapany NameScoutCam Inc.
 April 24, 2020 Page 2
 FirstName LastName
Yaron Silberman
ScoutCam Inc.
April 24, 2020
Page 2
Risk Factors
Risks Related to our Operations in Israel, page 12
2.We note that your principal offices are located in Israel.  Please expand your risk factors
to address risks associated with the following:
•legal protections and remedies available to the company for actions taken against it
may be pursued within the Israeli legal system, which differs from the U.S. legal
system in significant ways;
•the company conducts operations outside of the U.S. and the ability to pursue legal
matters is subject to limitations imposed by other jurisdictions; and
•U.S. regulators’ ability to conduct investigations and inspections are limited.
We may become subject to claims for remuneration or royalties for assigned service invention
rights..., page 13
3.We note that a significant portion of your intellectual property has been developed by
employees in the course of their employment and that if no specific agreement addressing
service invention rights have been entered, the Israeli Compensation and Royalties
Committee will determine whether the employee is entitled to remuneration.  Please revise
to illustrate this risk by quantifying the number of past and present employees that have
not entered into assignment of invention agreements and the extent to which you have had
to pay such remuneration.
Our Corporate History and Background, page 22
4.We note that in December 2019, you and Medigus consummated a certain Amended and
Restated Asset Transfer Agreement, which transferred and assigned certain assets and
intellectual property rights related to its miniaturized imaging business.  Please revise to
describe the material terms of the agreement.  In your revised disclosure, please include
the nature and scope of the assets and intellectual property transferred or licensed, each
parties' duties and obligations, the term of the agreement, the royalty term, the royalty
rates, the termination provisions and any potential milestone payments.
5.Please expand to disclose the material terms of the intercompany agreement dated May
30, 2019 and the exchange agreement dated September 16, 2019 with Medigus.  For
instance, please describe the circumstances under which the exchange agreement would
require you to issue additional shares representing 10% of your outstanding shares at the
date of closing to Medigus, and quantify the number of shares that would be.
Sales and Marketing, page 22
6.Please revise this section to disclose in greater detail your principal products and their
pricing and distribution methods.  Please refer to Item 101(h) of Regulation S-K.

 FirstName LastNameYaron Silberman
 Comapany NameScoutCam Inc.
 April 24, 2020 Page 3
 FirstName LastName
Yaron Silberman
ScoutCam Inc.
April 24, 2020
Page 3
Our Customers, page 23
7.We note that you have two major customers that generate most of our current and
forecasted revenue in the near term.  Please reconcile this with your disclosure in Note 11
that reflects three major customers, one of which represents 45% and which together
represent more than 78% of your 2019 revenues. Please revise to quantify the percentages
of revenues attributable to each of these customers.  Additionally, to the extent that your
business is substantially dependent on a contractual agreement with these customers,
please identify the customer, disclose the material terms, and file the agreement as an
exhibit to your registration statement.  Please refer to Items 101(h)(vi) and 601(b)(10) of
Regulation S-K.
Proprietary Rights and Technology, page 23
8.Please revise to include the following information:
•the material terms to any material license or other rights you hold to the intellectual
property relating to your micro ScoutCam™ portfolio;
•patent expiration dates and expected expiration dates for pending patent applications,
and if applicable, any steps that you are taking to pursue regulatory means to extend
any of your patents; and
•identification of all applicable jurisdictions where patents are granted or patent
applications are pending.
Employment, page 24
9.We note your employees provide services to Medigus, as disclosed in Note 8.a to the
financial statements.  Please state what percentage of their time is spent on ScoutCam
business as opposed to Medigus business.
Regulation, page 24
10.We note your disclosure that in your engagements with customers operating in the
biomedical sector, you comply with the medical device standards in that corresponding
territory, such as the US Food and Drug Administration or CE in the European Economic
Area.  Please revise to describe these standards and the process for obtaining approval to
market products.
Executive Compensation
Employment Agreements, page 27
11.Please expand your disclosure to describe the material terms of each employment
agreement with your named executive officers, and file these agreements as exhibits to the
registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

 FirstName LastNameYaron Silberman
 Comapany NameScoutCam Inc.
 April 24, 2020 Page 4
 FirstName LastName
Yaron Silberman
ScoutCam Inc.
April 24, 2020
Page 4
Director Compensation, page 28
12.Please expand your disclosure to describe all the material terms of the consulting
agreement with Professor Benad Goldwasser. For example, disclose the term and
termination provisions.
Certain Relationships and Related Party Transactions, page 30
13.Please expand to explain the basis on which Shrem Zilberman Group Ltd. is a related
party and describe all of the material terms of the agreement, such as term and termination
provisions.
14.Please provide the information required by Item 404(d) of Regulation S-K with respect to
the agreements dated May 30, 2019 and September 16, 2019 with Medigus and file these
as exhibits to your registration statement.
Selling Stockholders, page 34
15.Please provide us your analysis as to why each of the selling shareholders who received
your shares in the business combination transaction should not be deemed underwriters
pursuant to Securities Act Rule 145(c). To the extent they are, please name them as
underwriters and revise to clarify that the price at which they are offering their shares will
remain fixed for the duration of the offering. If they are not, please provide us a basis for
your conclusion, including a discussion of whether such selling shareholders were a party
to or an affiliate of a party to the business combination transaction discussed in this
prospectus. Refer to Section II.G of Securities Act Release 33-8869 (2007).
16.Please disclose the person or persons with voting and investment control over the shares
held by entities in the table beginning on page 34.  For guidance, please refer to
Regulation S-K Compliance and Disclosure Interpretation 140.02, available on the
Commission's website.
Signatures, page II-5
17.Please include the signature of the Principal Accounting Officer. See Instruction 1 to
Signatures of Form S-1.
Exhibits
18.We note your legality opinion appears to qualify counsel’s expertise to opine on the laws
of the State of Nevada. Please note that an opinion of counsel with respect to a jurisdiction
in which counsel is not admitted to practice is acceptable so long as the opinion is not
qualified as to jurisdiction. Please file a new legality opinion (i) from counsel that is
admitted to practice in the State of Nevada or (ii) that does not include inappropriate
qualifications pertaining to counsel’s expertise. For guidance, refer to Section II.B.3.b. of
Staff Legal Bulletin No. 19.

 FirstName LastNameYaron Silberman
 Comapany NameScoutCam Inc.
 April 24, 2020 Page 5
 FirstName LastName
Yaron Silberman
ScoutCam Inc.
April 24, 2020
Page 5
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            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 David Burton at 202-551-3626 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Matthew R. Rudolph, Adv.

CORRESP
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    intellisense_corresp.htm

Intellisense Solutions Inc.

1727 14th Ave., Suite 100

Seattle, Washington 98122

 (206) 508-4562

July 30, 2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Evan S. Jacobson, Esq.

Intellisense Solutions Inc.

Registration Statement on

Form S-1 (File No. 333-188920)

Dear Mr. Jacobson:

Pursuant to Rule 461(a) of the Securities Act of 1933, as amended, Intellisense Solutions Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement on Form S-1 of the Company be accelerated to August 1, 2013 at 2:00 p.m. Eastern Time, or as soon thereafter as may be practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Thomas E. Puzzo, Esq., counsel to the undersigned at (206) 522-2256.

Very truly yours,

By:

/s/ Ihsan Falou

Name:
Ihsan Falou

Title:
President

cc: Thomas E. Puzzo, Esq.

July 9 , 2013

Via E -Mail

Ihsan Falou
President
Intellisense Solutions Inc.
1727 14th Ave., Suite 100
Seattle, WA  98122

Re: Intellisense Solutions Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed  June 28 , 2013
File No.  333-188920

Dear Mr. Falou :

We have reviewed your  letter dated June 28, 201 3, and the above -referenced filing,  and
have the following comments.  Where we reference prior comments, we are referring to our
June 25, 2013 letter.

Outside Front Cover Page of Prospectus

1. We note your disclosure added in response to prior comment 2.  Rule 144 appears
inapplicable to shares issued in the current offering .  See Securities Act Rule 144(a)(3).
Please clarify in the risk factor on page 8 that because you are a shell company, the
Rule  144 safe harbor is not available for the resale of any restricted securities issued by
you in any subsequent unregistered offe ring, and discuss the potential effect on your
ability to attract additional capital through subsequent unregistered offerings.  Revise the
related disclosure on pages 1 , 3, and 18 accordingly.

Risk Factors, page 6

2. Notwithstanding your response, you do n ot appear to have added the disclosure requested
in prior comment 7.  As previously requested, please include a risk factor that addresses
the potential risks to investors if you have less than 300  record holders after completion
of the offering, i.e., it is possible that you would not be required to provide shareholders
periodic or current reports following  the Form  10-K for the fiscal year in which your
offering is completed, and this could impact your eligibility for quotation on the OTC
Bulletin Board .

Ihsan Falou
Intellisense Solutions Inc.
July 9 , 2013
Page 2

 Description of Business

Sales, page 25

3. We note your response to prior comment 10.  In the first paragraph on page  26, please
discuss your plans to develop a series of certifications for vegetarian food, and plans to
charge organizations and individuals one time and yearly fees for training them to issue
certificates (currently discussed on page 20 ).

Please contact Luna Bloom, Staff Attorney, at (20 2) 551 -3194 , or me at (202) 551-3428
with any questions.

Sincerely,

 /s/ Evan S. Jacobson

Evan S. Jacobson
Attorney -Advisor

cc:  Via E -Mail
 Thomas E. Puzzo, Esq.
 Law Offices of Thoma s E. Puzzo, PLLC

June 25 , 2013

Via E -mail

Ihsan Falou
President
Intellisense Solutions Inc.
1727 14th Ave., Suite 100
Seattle, WA 98122

Re: Intellisense Solutions Inc.
 Registration Statement on Form S-1
 Filed  May 29 , 2013
File No.  333-188920

Dear Mr. Falou :

We have reviewed your registration statement  and have the following 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 a ppropriate, 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.

General

1. Please provide us with copies of al l written communications, as defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communicatio ns.  Similarly, please provide us with any research reports
about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act by any broker or dealer that is participating or will participate in your
offering.

Outside Fron t Cover Page  of Prospectus

2. Please  disclose that you are a shell company.  In addition, please  add a risk factor that
discloses that the Securities Act Rule 144 safe harbor is not available for the resale of any

Ihsan Falou
Intellisense Solutions Inc.
June 25 , 2013
Page 2

 restricted securities issued by a shell comp any and discusses the potential  effect on your
ability to attract additional capital through unregistered offerings .

3. In the third paragraph, and other places in the prospectus, you refer to your “officer and
sole director,” even though you have more than one officer and director.  Please revise.

Prospectus Summary

Our Company, page 3

4. In the second -to-last paragraph on page 3, you state that you plan to raise additional fund s
for your business in a private debt or equity financing, and cannot provide a ny assurance
that you will be able to raise sufficient funds to proceed with your twelve month business
plan.  This appears inconsistent with your disclosure elsewhere in your prospectus that if
you sell all of the shares registered in the offering you wil l be able to “execute fully” on
your business plan.  Please revise.

The Offering, page 5

5. Here and on pages 13 and 28, you refer to potential gross proceeds from this offering.
Please clarify  whether you plan to use any offering proceeds to pay for offer ing expenses,
or whether you will fund offering expenses solely from cash on hand.  If you plan to use
offering proceeds to pay for some or all offering expenses, quantify net proceeds after
payment of offering expenses and revise your disclosure according ly.

Risk Factors, page 6

6. Messrs. Falou and Khan appear to reside  outside of the United States .  Please add a risk
factor  discussing the difficulties shareholders may have in bringing actions or enforcing
judgments against your officers and directors.  See Item 503(c) of Regulation S -K.

7. Please include a risk factor that addresses the potential risks to investors if you have less
than 300 record holders after completion of the offering, i.e., it is possible that you would
not be required  to provide shareholders periodic or current reports following the
Form  10-K for the fiscal year in which your offering is completed, and this could impact
your eligibility for quotation on  the OTC Bulletin Board .  See Item 503(c) of
Regulation  S-K.

“Because our auditors have issue d a going concern opinion  . . . ,” page 6

8. You refer to an auditor’s report dated December 6, 2012, but your auditor’s report is
dated May 29, 2013.  In addition, on page 19, you state that you were incorporated  on
October 31, 2012, even though  the rest of  your filing states that you were incorporated on
March 22, 2013.  Please revise.

Ihsan Falou
Intellisense Solutions Inc.
June 25 , 2013
Page 3

Description of Business

In General, page 19

9. You state that if you do not generate any revenue, you may need a minimum of $10,000
of additional funding to pay for SEC filing requirements, and that although Mr. Falou has
agreed  to loan you funds, he has no legal obligation to do so.  Please discuss ho w you
plan to fund these filing requirements if you do not generate any revenue  and Mr. Falou
does not loan you funds.

Initial Focus of Our Business, page 20

10. You state that you will develop a series of certifications for different types of vegetarian
food and charge one -time and yearly fees to train organizations or individuals who are
authorized to issue such certifications.  This appears inconsistent with your discussion of
revenue derived from vegetarian product certification on page 26.  Please revise
throughout the prospectus to consistently  describe how you hope to generate revenue
from this planned product.

11. You included revenue projections in the last paragraph on page 20.  You must have a
reasonable basis for any projections in your registration s tatement.  See Item 10(b) of
Regulation S -K.  In that regard, you have no operating history and currently have no
product, both of which suggest that it is difficult to reasonably project future revenues.
Please revise.

Offices, page 26

12. The disclosure in the registration statement suggests that Messrs. Falou and Khan reside
outside of the United States, yet your principal office appears to be located in an
apartment  building in Seattle, Washington .  Please provide a more detailed description of
the suitability, adequacy, and extent of utilization of the facilities by the company.  See
Instruction 1 to Item 102 of Regulation  S-K.

Management’s Discussion and Analysis of Financial Condition and Result s of Operation

Plan of Operation, page 27

13. Although the maximum offering  proceeds are $65,033, the second paragraph on page 28
refer s to the possibility of raising “$100,000 from this offering.”   Please revise.

Ihsan Falou
Intellisense Solutions Inc.
June 25 , 2013
Page 4

 Disclosure of Commission Position on Indem nification for Securities Act Liabilities, page  40

14. This section appears inapplicable to this filing.  See Item 510 of Regulation S -K.  Please
revise .

Recent Sales of Unregistered Securities, page II -2

15. Elsewhere in the registration statement you disclose  that on March 22, 2013, you sold
1,300, 000 shares to Mr. Falou and 698,000 shares to Mr. Khan at a purchase price of
$0.01 per share.  Please revise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible f or the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowled ging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, actin g pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declarati on of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Ihsan Falou
Intellisense Solutions Inc.
June 25 , 2013
Page 5

 Please contact Luna Bloom, Staff Attorney, at (20 2) 551 -3194 or me at (202) 551 -3428
with any questions.

Sincerely,

 /s/ Evan S. Jacobson

Evan S. Jacobson
Attorney -Advisor

cc:  Via E -mail
 Thomas E. Puzzo, Esq.
 Law Offices of Thomas E. Puzzo, PLLC