This ATM facility creates persistent overhang — Roth can sell shares into the market daily at the company's discretion. The stock has already declined 41% from the $7.30 reference price used in the S-3. Watch daily volume and any Form 4 filings indicating CEO or insider sales, which would signal urgency. The cross-filing with S-3, restructuring context (recent 8-Ks), and press context all amplify the impact per the actuarial verdicts. Near-term price action is likely negative as the market absorbs the dilution potential.
Price Chart
Executive Summary
Odysight.ai filed a 424B5 prospectus supplement for an 'at-the-market' equity offering of up to $20M in common stock via Roth Capital Partners. The filing authorizes significant dilution — up to 27% of current shares at the June 4 close of $4.33 — for working capital and R&D. The stock trades at $4.33, down from $7.30 used for the public float calculation in April, and the company operates from Israel amid ongoing regional conflict.
Key Facts
- At-the-market offering of up to $20,000,000 in common stock via Roth Capital Partners (3% commission).
- Maximum of ~4,618,937 shares at $4.33 (June 2 close), representing ~27% dilution from 16.8M shares outstanding.
- Net tangible book value per share would rise from $1.26 to $1.88, but new investors would experience $2.45 per share dilution.
- Public float at April 9 was ~$63.5M (8.7M non-affiliate shares at $7.30); stock has since dropped to $4.33.
- Proceeds for R&D, sales & marketing, working capital — management has broad discretion.
- Company operates in Israel with disclosed geopolitical risks from ongoing Iran/Hezbollah conflicts.
- Shelf registration (S-3) filed Jan 30, 2026 for up to $200M; this $20M takedown is the first under it.
- No minimum offering amount — there is no guarantee any shares will be sold.
Financial Impact
Potential dilution of up to 27% of outstanding shares (4.6M new shares) raising up to $20M gross proceeds. Net proceeds after 3% commission and ~$225K expenses would be ~$19.2M. The ATM structure allows continuous selling pressure over time.
Risk Factors
- Continuous dilution risk — no limit on daily sales volume under the ATM program.
- Stock price decline from $7.30 to $4.33 (-41%) in ~2 months suggests deteriorating fundamentals or market sentiment.
- Israeli operations face direct geopolitical risk from ongoing military conflicts (Iran, Hezbollah) which could disrupt operations.
- Management has broad discretion on use of proceeds with no specific ROI commitments.
- History of operating losses cited in forward-looking statements — cash needs may require further offerings.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001493152-26-027520 |
| Document: 0001493152-26-027520-index-headers.html | 0001493152-26-027520 |
| Document: 0001493152-26-027520-index.html | 0001493152-26-027520 |
| Document: 0001493152-26-027520.txt | 0001493152-26-027520 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 24, 2026 9w ago | Insider Cluster | $3.65 $3.10 | ▲ +15.07% | ▲ +15.32% | $2.11 (+42.19%) |
Aug 21, 2026 9w ago | 8-K / 424B5 | $3.40 $3.35 | ▲ +1.47% | ▲ +0.94% | $2.11 (+37.94%) |
Aug 20, 2026 9w ago | 8-K | $3.35 $3.31 | ▲ +1.19% | ▲ +1.19% | $2.11 (+37.01%) |
Aug 20, 2026 9w ago | Press Release | $3.35 $3.31 | ▲ +1.19% | ▲ +1.19% | $2.11 (+37.01%) |
Aug 19, 2026 9w ago | Press Release | $3.35 $3.31 | ▲ +1.19% | ▲ +1.19% | $2.11 (+37.01%) |
Jun 7, 2026 20w ago | Press Release | $3.92 $4.19 | ▼ −6.89% | ▼ −5.26% | $2.11 (+46.17%) |
Jun 5, 2026 20w ago | 424B5 | $3.92 $4.19 | ▼ −6.89% | ▼ −5.26% | $2.11 (+46.17%) |
Jun 5, 2026 20w ago | 8-K | $3.92 $4.19 | ▼ −6.89% | ▼ −5.26% | $2.11 (+46.17%) |
May 21, 2026 22w ago | 8-K | $4.97 $4.16 | ▼ −16.30% | ▼ −14.88% | $2.11 (−57.55%) |
May 14, 2026 23w ago | 8-K | $4.56 $3.87 | ▲ +15.13% | ▲ +17.25% | $2.11 (+53.73%) |
US Market Status
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