Odysight.ai Inc. (ODYS): Entry into a Material Definitive Agreement
Odysight.ai Inc. (ODYS) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-1.1 2 ex1-1.htm EX-1.1 Exhibit 1.1 ODYSIGHT.AI INC. Common Stock ($0.001 par value per share) Sales Agreement June 5, 2026 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Odysight.ai Inc., a Nevada corporation (the “Co
How this was made
The 30-second read
Why it matters
The agreement allows the company to sell shares “from time to time” through/with the agent, subject to registration and eligibility limits, which introduces potential dilution and execution over subsequent sessions.
Market read
This is a fresh financing disclosure that can change near-term trading dynamics via dilution expectations, even without immediate sale volumes in the excerpt.
What to watch
Traders should check the prospectus supplement and any subsequent 424(b) filings for actual sale amounts, discount/commission terms, and stated use of proceeds—those details drive the real dilution impact.
Background
The 8-K Item 1.01 reports entry into a material definitive agreement: a sales agreement with Roth Capital Partners for issuance/sale of common stock under a Form S-3 registration statement.
Ticker impact
Odysight.ai entered a material definitive sales agreement with Roth Capital Partners to issue and sell common stock via an at-the-market program.
Modest downside/volatility risk around execution and any disclosed sale volumes; direction depends on whether proceeds fund growth versus dilution.
An 8-K sales agreement enables future share sales “from time to time,” creating potential dilution over time even without specifying sale size in the excerpt.
Market effects
Microcap/small-cap AI names may see read-across selling pressure when new ATM/dilution facilities are announced.
Primarily impacts US small-cap/Nasdaq liquidity and sentiment; limited broader regional spillover.
Low—this is company-specific financing rather than a global macro/sector shock.
Counterpoint
If the company can fund revenue-generating activity quickly, the ATM facility may be a liquidity backstop rather than an immediate dilution event.
Key entities
- issuerOdysight.ai Inc.
Company entering the sales agreement to issue and sell common stock via an agent.
- agentRoth Capital Partners, LLC
Sales agent/principal under the agreement for placing the company’s placement shares.
- filingForm S-3 (File No. 333-293080)
Registration statement framework enabling future prospectus-supplemented share sales.
