ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Goldwasser Benad

(Last)

(First)

(Middle)

C/O ODYSIGHT AI INC.

SUITE 7A, INDUSTRIAL PARK, P.O. BOX 3030

(Street)

OMER

8496500

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2025

3. Issuer Name and Ticker or Trading Symbol
Odysight.ai Inc. [ ODYS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	193,941	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to purchase common stock (right to buy)	⁽¹⁾	02/12/2027	Common Stock	248,411	$2.61	D
Options to purchase common stock (right to buy)	⁽²⁾	06/22/2027	Common Stock	69,796	$2.61	D
Options to purchase common stock (right to buy)	⁽³⁾	05/13/2028	Common Stock	83,334	$4.5	D
Options to purchase common stock (right to buy)	⁽⁴⁾	02/23/2029	Common Stock	45,000	$4.5	D
Options to purchase common stock (right to buy)	⁽⁵⁾	07/09/2030	Common Stock	150,000	$3	D
Options to purchase common stock (right to buy)	⁽⁶⁾	09/16/2031	Common Stock	60,000	$4.8	D

Explanation of Responses:

1. The options vest and become exercisable over three years, with 1/6 vesting immediately, an additional 1/6 vesting in May 22, 2020 with the remaining 2/3 vesting in equal biannual installments over the following two years, subject to the Reporting Person's continued service.

2. The options vest and become exercisable over three years, with 1/3 vesting on June 22, 2021 with the remaining 2/3 vesting in equal quarterly installments over the following two years, subject to the Reporting Person's continued service.

3. The options vest and become exercisable over three years, with 1/3 vesting on May 13, 2022, with the remaining 2/3 vesting in equal quarterly installments over the following two years, subject to the Reporting Person's continued service.

4. The options vest and become exercisable over three years, with 1/3 vesting on February 15, 2023 with the remaining 2/3 vesting in equal quarterly installments over the following two years, subject to the Reporting Person's continued service.

5. The options vest and become exercisable over three years, with 1/3 vesting on July 9, 2024 with the remaining 2/3 vesting in equal quarterly installments over the following two years, subject to the Reporting Person's continued service.

6. The options vest and become exercisable over three years, with 1/3 vesting on September 16, 2025 with the remaining 2/3 vesting in equal quarterly installments over the following two years, subject to the Reporting Person's continued service.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Einav Brenner, Attorney-in-Fact	02/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.