| Item 1. | |
| (a) | Name of issuer:
Odysight.ai inc |
| (b) | Address of issuer's principal executive offices:
Suite 7A, Industrial Park, Omer, Israel, 8496500 |
| Item 2. | |
| (a) | Name of person filing:
Moshe Arkin |
| (b) | Address or principal business office or, if none, residence:
11 Hamenofim Street, Building B, 9th Floor
Herzliya Pituach 46724
Israel |
| (c) | Citizenship:
Israel |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
81063V204 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of cover page of each reporting person.
On February 10, 2025, the securities reported herein were beneficially owned as follows:
3,202,947 shares of Common Stock (representing 19.4% of the shares of Common Stock outstanding) were beneficially held by M. Arkin (1999) Ltd., an Israeli company, consisting of (i) 2,959,143 shares of Common Stock, (ii) options to acquire 21,581 shares of Common Stock that are vested and exercisable or that will become vested and exercisable within sixty (60) days of February 10, 2025, and (iii) warrants to acquire 222,223 shares of Common Stock which are current exercisable; and
7,926,329 shares of Common Stock (representing 41.9% of the shares of Common Stock outstanding) were beneficially held by Moshe Arkin, consisting of (i) 2,352,941 shares of Common Stock held by Phoenix Insurance Company Ltd. on behalf of Mr. Arkin, (ii) options to acquire 17,500 shares of Common Stock that are vested and exercisable or that will become vested and exercisable within sixty (60) days of February 10, 2025, held by Mr. Arkin and (iii) warrants to acquire 2,352,941 shares of Common Stock held by Phoenix Insurance Company Ltd. on behalf of Mr. Arkin which are currently exercisable. The number also includes the shares of Common Stock held by M. Arkin (1999) Ltd., of which Mr. Arkin serves as the Chairman and sole shareholder. and over which shares of Common Stock Mr. Arkin may be deemed to have beneficial ownership. |
| (b) | Percent of class:
See Row 11 of cover page of each reporting person. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Row 5 of cover page of each reporting person.
|
| | (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page of each reporting person.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page of each reporting person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page of each reporting person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)