Odysight.ai Inc. — Director's Dealing 2026

May 21, 2026

ownership.xml
4
1 of 1
05/21/2026 03:13 PM

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL
OMB Number:	3235-0287
Estimated average burden hours per response	0.5

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

| 1. Name and Address of Reporting Person*
Tanami Ronen | | 2. Issuer Name and Ticker or Trading Symbol
Odysight.ai Inc. [ ODYS ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) |
| --- | --- | --- | --- |
| (Last) | (First) | 2a. Foreign Trading Symbol | Director 10% Owner
X Officer (give title below)
Other (specify below) |
| (Street) | | 3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026 | Chief Operating Officer |
| RAMAT GAN | ISRAEL 5250606 | 4. 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 |
| (City) | (State) | | |
| ISRAEL | | | |
| (Country) | | | |
| Table I – Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | | | | | |
| | | | Code | V | Amount | (A) or (D) | | | | Price | | | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | | | | | | | |
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | | 6. Date Exercisable and Expiration Date (Month/Day/Year) | | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
| | | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
| Options to purchase common stock (right to buy) | $5.09 | 05/19/2026 | | A | | 40,000 | | (1) | 05/19/2036 | Common Stock | 40,000 | $0 | 40,000 | D |

Explanation of Responses:

---

1. The stock option vests and becomes exercisable as to one-third of the total shares on May 19, 2027 and thereafter in equal quarterly installments over the following 24 months, such that the stock option becomes vested and exercisable as to all shares on May 19, 2029.

/s/ Ronen Tanami
** Signature of Reporting Person
05/21/2026
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 4(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.