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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended: December 31, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number 333-188920

INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 47-4257143

 State
 or other jurisdiction of

 incorporation or organization

 (I.R.S.
 Employer

 Identification
 No.)

 Suite
7A, Industrial Park, P.O. Box 3030

 Omer,
 Israel 8496500

 (Address
of principal executive offices) (Zip Code)

 Tel:
 +972 73 370-4690

 Registrant's
telephone number, including area code

 Securities
registered pursuant to Section 12(b) of the Act: None

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: None

 N/A

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2023, based on the
price at which the common equity was last sold on the OTCQB Market on such date, was $ 11.09
million. For purposes of this computation only, all officers, directors and 10% or greater stockholders of the registrant are deemed
to be affiliates.

 As
of March 26, 2024, there were 10,446,685
shares of the registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Forward-Looking Statements

 Item
 1.

 Business

 item
 1a.

 risk factors

 Item
 1b.

 unresolved staff comments

 ITEM
 1C

 CYBERSECURITY

 Item
 2.

 properties

 item
 3.

 legal proceedings

 item
 4.

 mine safety disclosures.

 item
 5.

 market for registrant's common equity, related stockholder matters and issuer purchases

 Item
 6.

 [ RESERVED ]

 item
 7.

 management's discussion and analysis of financial condition and results of operations

 item
 7a.

 quantitative and qualitative disclosures about market risk

 item
 8.

 financial statements and supplementary data

 item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 item
 9a.

 controls and Procedures

 Item
 9b.

 Other information

 Item
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Item
 10.

 Directors, Executive Officers and corporate governance

 item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder matters

 Item
 13.

 Certain relationships and related transactions, and director independence

 Item
 14.

 Principal accounting fees and services

 Item
 15.

 exhibits AND financial statement schedules

 ITEM
 16.

 FORM 10-K SUMMARY

 SIGNATURES

 Forward-Looking
Statements

 This
Annual Report on Form 10-K includes a number of forward-looking statements that reflect management ' s current views with
respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future
financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of these terms or other comparable terminology. Those statements include
statements regarding the intent, belief or current expectations of our Company and members of our management team as well as the assumptions
on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such
forward-looking statements.

 These
statements are only predictions and involve known and unknown risks, uncertainties and other factors including, but not limited to:

 our
 financial performance, including our history of operating losses;

 our
 ability to obtain additional funding to continue our operations;

 our
 ability to successfully develop and commercialize our products;

 changes
 in the regulatory environments of the United States and other countries in which we intend to operate;

 our
 ability to attract and retain key management and marketing personnel;

 competition
 from new market entrants;

 our
 ability to identify and pursue development of additional products;

 unfavorable
 conditions in the Company's industry, the global economy or global supply chain, including international trade relations, pandemics,
 political turmoil, natural catastrophes, warfare (such as the war between Russia and Ukraine and Israel's war against Hamas),
 and terrorist attacks.

 Readers
are urged to carefully review and consider the various disclosures made by us in this Annual Report and in our other reports filed with
the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in future operating results over time except as required by law. We believe
that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made
that actual results of operations or the results of our future activities will not differ materially from our assumptions.

 As
used in this Annual Report and unless otherwise indicated, the terms "Odysight.ai," "we," "us," "our,"
or "our Company" refer to Odysight.ai Inc. (formerly known as ScoutCam Inc.). Unless otherwise specified, all dollar amounts
are expressed in United States dollars.

 Part
I

 Item
1. Business

 Overview

 Our
Mission

 We
are a pioneer in the development, production, and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring
(CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial
non-destructing-testing industries, transportation, and energy industries. Some of our products utilize our unique micro visualization
technology in medical devices for complex and minimally invasive medical procedures. Our technology includes proven video technologies
and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. At the present time, we derive a substantial
portion of our revenue from applications of our micro visualization technology within the medical field. Nevertheless, we have recently
secured several contracts for our PdM and CBM systems with major government clients and defense and aviation companies.

 Our
Business Model

 Our
unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations and harsh environments
across a variety of PdM and CBM use cases. Our solution allows maintenance and operations teams visibility into areas which are inaccessible
under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring and has various
applications which have relevancy in a wide range of industry segments that utilize complicated mechanics requiring ongoing monitoring
and predictive maintenance applications. Our current business model is a business-to-business (B2B) approach in which we seek to identify
target businesses interested in integrating our micro visualization and AI\ML video analytics technology or commissioning individual
projects using our technology. We have several successful proofs of concept in airborne platforms of various OEM's in aerospace
and have completed successful demonstration projects for multiple global elevator systems manufacturers. As provided above, we are developing
additional applications for our visual solutions portfolio (composed of image acquisition, data collection, and storage and image processing),
including PdM and CBM (we refer to these applications and sectors as Industry 4.0, or I4.0), which generate a number of potential benefits
for our customers.

 The
following graphic demonstrates Odysight.ai's value proposition, starting with increased safety and reduced down time due to our
ability to visually analyze any failure occurrence in real time, and including more sophisticated benefits like big data analytics that
provide predictive insights regarding to an entire system life cycle, spare parts management and smart prediction regrading system performance.

 Who
we are: History and Background

 We
were incorporated as a corporation under the laws of the State of Nevada on March 22, 2013, under the name Intellisense Solutions Inc.
("Intellisense"). We were initially engaged in the business of developing web portals to allow companies and individuals
to engage in the purchase and sale of vegetarian food products over the Internet. However, we were unable to execute our original business
plan, develop significant operations or achieve commercial sales.

 We
received initial funding in March 2014 in the aggregate amount of $19,980 through the sale of Common Stock to two of our former officers
and directors, who purchased in the aggregate 1,998,000 shares of our Common Stock at $0.01 per share.

 On
January 10, 2019, we formed Canna Patch Ltd., or Canna Patch, an Israeli corporation, of which 90% was initially owned by our Company,
and the remaining 10% owned by Rafael Ezra, Canna Patch's Chief Technology Officer. Canna Patch did not have any operations and
on December 4, 2019, we sold 100% of our holdings in Canna Patch.

 On
September 16, 2019, Intellisense and Medigus Ltd., an Israeli company traded on the Nasdaq Capital Market, entered into the Exchange
Agreement, pursuant to which, on December 30, 2019, we acquired from Medigus Ltd. all of the issued and outstanding share capital of
ScoutCam Ltd. On December 31, 2019, we changed our name to ScoutCam Inc. Following this acquisition, we integrated and fully adopted
the acquired miniaturized imaging business into our Company as our primary business activity. On June 5, 2023, we changed our name to
Odysight.ai Inc.

 On
December 1, 2019, Medigus and Odysight.ai Ltd. consummated a certain Amended and Restated Asset Transfer Agreement, which transferred
and assigned certain assets and intellectual property rights related to its miniaturized imaging business. On May 18, 2020, in connection
with the Arkin Transaction (as defined below), the Company and Medigus entered into a certain Side Letter Agreement (the "Letter
Agreement"), whereby the parties agreed to amend certain terms of the Amended and Restated Asset Transfer Agreement and the License
Agreement.

 On
April 20, 2020, Odysight.ai entered into an Amended and Restated Intercompany Services Agreement with Medigus (the "Intercompany
Services Agreement"), which effectively amended and restated an intercompany services agreement dated May 30, 2019.

 For
additional information about the Amended and Restated Asset Transfer Agreement, the Letter Agreement and the Intercompany Services Agreement,
refer to – "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" below.

 On June
4, 2023, certain of the Company's stockholders representing more than 50% of the Company's outstanding share capital voted
by written consent to change our name from "ScoutCam Inc." to "Odysight.ai Inc." The Company's board of
directors approved an amendment and restatement of the Company's Amended and Restated Bylaws, effective as of June 4, 2023, to reflect
the name change. In addition, on June 5, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment
to its Articles of Incorporation to effect the name change, with such request approved as of June 5, 2023. In addition, the Company's
trading symbol was changed from "SCTC" to "ODYS", effective February 13, 2024.

 On February 28, 2024, we formed a new company, D. VIEW Ltd., wholly owned
by Odysight.ai Inc., to act as a local agent for the defense market in Israel.

 Sales
and Marketing

 Our
vision is to become a leading provider of visual sensing and AI\ML video analytics, PdM and CBM solutions for the aerospace, other industry
and medical critical system markets.

 We
engage companies seeking to add real time visualization and analytics to their existing or new product(s) or considering the
development of new products that include miniature visualization sensors and failure detection capabilities. Our approach to the
medical market ordinarily is conducted in two phases. During the first phase, we conduct the research and development
that is required in order to specify, design, develop, and produce the designated visualization apparatus, for an agreed-upon
compensation amount (e.g., a non-recurrent engineering fee). During the second phase, we manufacture the apparatus and offer it to
the customer for an agreed-upon transfer price.

 In
the I4.0 domain, which target PdM and CBM applications, we engage with companies that wish to increase the monitoring capabilities of
different elements of a device using our visual monitoring solutions (these include build of image acquisition, data collection and storage,
and image processing capabilities based on AI, ML, cloud, and additional algorithm concepts). Based on our product portfolio with customized
solutions as needed, this will allow our customers to receive real time alerts on anomalies and failures of monitored components, analyze
and track trends and development of the anomaly, and predict any impending failure of the component as a result of such anomaly over
time and usage. As a result, we expect customers to benefit from a reduction in downtime, lower maintenance expenses, and increased safety
of their monitored equipment, using the prediction capabilities of the platform to efficiently plan maintenance work on future faulty
components. Another outcome we expect is more cost-effective management of resources, since components will only need to be replaced
as a result of their actual condition rather than a strict maintenance schedule.

 The
use of a vision-based platform in the fields of PdM and CBM provides richer and more informative data and insights than traditional sensing
methods. Together with the AI and ML models customized for the relevant use cases, we expect this will provide customers with a clearer
view of the status of their equipment, increasing revenues by saving on direct expenses, and increasing the uptime of their equipment.

 On
February 6, 2023, we announced the completion of a major development stage in equipping Elbit Systems Ltd.'s leading defense UAS
aerial platforms with our real time video monitoring system. Through the program, our unique video-based sensors, embedded software,
machine vision and algorithms support a variety of predictive maintenance and condition-based monitoring use cases for unmanned aerial
vehicles in harsh environments and hard-to-reach locations, as it features a modular open system architecture, enabling seamless integration
with advanced unmanned aerial platforms.

 On
July 31, 2023, we announced a collaboration with the Israel Aerospace Industries (IAI) through which the IAI will utilize our advanced
visual sensing and video analytics technology in a visual based health monitoring system for UH60 (Blackhawk) helicopters. By harnessing
our multiple highly resilient video-based sensors, embedded software, video analytics and AI algorithms specifically designed for the
UH60 helicopter, this solution will provide real-time insights into the health of UH60 helicopters, improving safety measures, minimizing
downtime, optimizing spare parts management, and enabling the implementation of predictive maintenance strategies.

 On
December 4, 2023, we announced a strategic partnership to develop advanced applications for aerospace and industrial markets worldwide
with SIPAL S.P.A., a leading company in Italy in the engineering sector. The goal of the collaboration is a next generation maintenance
solution that will allow maintenance crews the ability to review and have real time visual inspection of an aircraft's internal
system without the need for removing a single panel or a hatch.

 On
February 20, 2024, we announced the receipt of a purchase order for our PdM system for the Israel Air Force Boeing AH-64 Apache
attack helicopter prototype. The partnership marks a significant milestone, integrating our autonomous, visual monitoring and predictive
maintenance technology into a leading attack helicopter. There are approximately 2,700 Boeing AH-64 Apache attack helicopters deployed
worldwide.

 On
March 11, 2024, we announced the receipt of a purchase order exceeding $1 million from a major international defense contractor for our
visual sensing and AI analytics solution. The systems will be installed in upgraded Lockheed Martin (Sikorsky) SH-60 Seahawk Maritime
Rotary Wing Aircraft of the Israel Air Force. More than 4,000 UH-60 Black Hawk aircraft, and its variants such as the SH-60 Seahawk,
are in service worldwide today. We estimate that the addressable market of rotary wing aircraft systems worldwide is more than a billion
dollars.

 In
order to engage new customers, we employ various marketing strategies. We employ several professional experienced managers in relevant
fields of expertise, in addition to a team of consultants who analyze global trends and designated geographical territories to assist
us in targeting potential customers.

 Our
marketing efforts include, but are not limited to, the following:

 engaging
 third party companies and local consultants as territorial representatives in key markets and leading companies in relevant industries;

 initiating
 business engagements based on leads received through our marketing efforts, through active interaction with key industry influencers,
 providing financed proof of concept in order to generate tailored product orders, or via other methods or means;

 conducting
 proof of concept demonstrations in order to evaluate the feasibility of integration for monitoring their systems and to demonstrate
 the significant value proposition of our technology to customers;

 networking
 through personal contacts in the aerospace, critical industry, transportation, maritime, medical, and defense industries; and

 participating
 in major aerospace, maritime, and vision technology exhibitions as well as industry 4.0 specific events.

 In
addition to our business development efforts that are mainly based on currently existing or future customer needs, we aim to identify
new market opportunities. These efforts include systematic analysis of various industrial and medical fields and procedures to identify
where visualization solutions, including image analysis, might add value. When a potential opportunity is identified, we seek to protect
our rights by establishing relevant intellectual property safeguards, developing prototypes for the required application. In the medical
domain, we currently sell our system to a fortune 500 corporation; in this respect, we seek to partner with additional relevant companies
to progress our technology into prototypes which, in turn, will be developed into market-ready products.

 In
January 2022, we entered into a patent cross-licensing arrangement with Japan-based Sumita Optical Glass, Inc. (Sumita), a specialty
optical fiber technology company, pursuant to which we granted a non-exclusive license to Sumita to our patents related to "Small
Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them" in return for payment of royalties and
a grant-back license to Odysight.ai of Sumita's patent and patent applications related to fiber optics illumination. For additional
information on our patent portfolio, refer to – "PROPRIETARY RIGHTS AND TECHNOLOGY" below.

 Our
Customers

 Currently,
we have one major customer, a leading Fortune 500 multinational healthcare corporation, that is expected to generate most of our forecasted
revenue in the near term. In June 2022, we announced that we completed the verification and validation stage of our endoscopic camera
solution with this client and, on January 26, 2023, we announced that we had received a $1.45 million order from this client. On October
17, 2023, we announced a solidified purchase order with this client and that formal commitments under the purchase order amount to a
total of $3.3 million for fiscal year 2024.

 Competition

 There
are currently several companies that develop and provide monitoring solutions for PdM and CBM. These monitoring solutions can be the
sensor itself, data collection and storage, AI processing, or a combination of these capabilities. The CBM and PdM solutions are usually
based on traditional sensing solutions such as vibration, temperature, and acoustic sensors. Based on our research and discussions with
customers, we believe these traditional sensing methods are limited in their ability to provide an in-depth view of the condition of
the monitored components and usually alert on the occurrence of an anomaly when component failure has already occurred, which is too
late in some cases. From the AI perspective, there are several vendors providing off-the-shelf AI capabilities which then require customization
per market, use case, and/or data source. We believe that our more holistic approach and reliance on image-based solutions creates richer
and more informative data, leveraged by AI and ML algorithms, enabling our customers to deploy predictive maintenance programs.

 Proprietary
Rights and Technology

 Our
solution for the market is based on our core intellectual property which we seek to review and patent on a regular basis, where applicable.
We are heavily invested in creating patents for our core technology.

 Our
patent portfolio currently contains patent families which we consider material to our business and operating success. Our intellectual
property rights include patents and patent applications that were transferred to us by Medigus as part of the Addendum No. 1 to Amended
and Restated Asset Transfer Agreement (the "Addendum"), the License Agreement and the Letter Agreement, and additional patent
assets developed by us. For additional information about the License Agreement refer to – "CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS" below. Under the Addendum, and subject to certain limitations as further set forth therein, Medigus transferred
to us the following material patent families in exchange for a license in connection with the marketing and sale of the Medigus Ultrasonic
Surgical Endostapler:

Patent family related to Integrated Endoscope Irrigation: this patent family relates to our ability to develop visualization components
and endoscopes, which include irrigation with a smaller outer diameter by saving the space of the tube that is required to lead the fluids
in a conventional manner. This patent has been granted in Canada, Europe (validated in Germany, Spain, France, Great Britain and Italy),
Israel, Japan (original and divisional), and the United States (three patents), and has one pending continuation in the United States.
The expiration dates for the three patents in the United States are November 28, 2033, February 28, 2033 and February 28, 2033, respectively;
and

Patent family related to Small Diameter Video Camera Heads and Medical Devices and Visualization Probes containing them: this patent
family relates to our ability to develop cameras, visualization components, and medical devices with a small diameter, thus enabling
the insertion of the camera into smaller cavities or leaving more space in the device for the use and application of other functions,
such as a working channel. This patent has been granted in Japan, Korea, Israel, the United States (2 patents, original and continuation
in part), and Europe (3 patents revoked after appeal in opposition proceedings). The expiration dates for these patents are March 16,
2031 (for the patents in the United States), and September 16, 2030 (for patents in each of the other aforementioned jurisdictions).

 As
a result of oppositional proceedings initiated by a third party in 2018, the Opposition Division of the EU Patent Office decided in 2019
to revoke two of the three European patents (EP 2.478.693 and EP 2.621.159) and in 2021 to maintain the third patent (EP 2.621.158).
Following appeal hearings held in early 2024, the Board of Appeals revoked all three patents, with formal written decisions still pending.
The Company will decide whether to petition for further review of this matter after it receives the formal written decisions. The revocations
are not expected to have a material impact on the Company's current business operations.

 As
a result of a supplemental examination filed by the Company regarding one of the U.S. Patents (10,188,275), the U.S. Patent Office decided
to open reexamination proceedings for 23 of the 24 granted claims. A Notice of Intent to Issue a Reexamination Certificate was issued on
March 21, 2024 and the certificate is expected to be issued during
the course of 2024.

 In
addition, our intellectual property rights further include the following material patent applications filed by Odysight.ai:

Patent family related to Miniature Precision Medical Device: these pending patent applications relate to our ability to develop a miniature
precision medical device comprising an endoscope with at least one camera, where at least one sensor of one camera is distally located
at a tip of a shaft of the endoscope. Surrounding or next to the sensor, such shaft has sufficient space to accommodate at least one
accessory such as, for example, illumination source, irrigation tool, or suctioning tool. This patent family has pending patent application
in the United States and its expected expiry dates, if issued, will be in 2039-2040.

Patent family related to Medical Ophthalmic Device: this patent family is related to a tool comprising a hand piece having a flattened
cannulated tip that is adapted to receive flow from a pumping unit, in order to generate a jet of fluid suitable for procedures such
as "hydro-dissecting" cells in the eye. According to a representation of the invention, the tool comprises a visualization
probe with at least one camera, wherein the sensor of the camera is distally located at the tip of the tool to be inserted into the eye
for imaging from within the eye. This patent family is pending in China, Europe, Japan, Korea, and the United States. The patent application's
expected expiry dates, if issued, will be in 2039-2040.

Patent family related to Systems and Methods for Monitoring Potential Failure in a Machine or a Component Thereof. This patent family
relates to system and methods for monitoring potential failure in a machine or a component thereof using at least one optical sensor.
Such sensors can be used in conjunction with diagnostic software/hardware tools to display and analyze changes in critical images that
could not have been displayed or analyzed using existing systems. This patent family includes national phase applications filed in Australia,
Brazil, Canada, China, Europe, Israel, India, Japan, Korea, Singapore and the U.S. (2 applications, original granted and a pending continuation
application). The expiry date for the United States patent is January 2043.

 We
have also applied for provisional applications relating
to our predictive maintenance technology and developments and for our medical imaging technology and development. All of these applications
are expected to have a lifetime of 20 years from filing, if granted.

 We
have also applied for trademark applications covering our brand names. The trademarks are registered in Israel and international
applications were filed under the Madrid protocol, which are under currently examination procedures. Opposition proceedings have
been filed by a third party in the European Union Intellectual Property Office against the Company's EU trademark applications
for "Odysight" and "OdysightAI". The opposition proceedings are expected to be finalized in
2024 or 2025.

to the Addendum, on February 7, 2023, we returned the patent family related to Camera Head to Medigus in return for a license from Medigus
to use the same patent family.

 Despite
our efforts to protect our intellectual property, unauthorized parties may still copy or otherwise obtain and use our technology. For
additional information, refer to – "WE MAY NOT BE SUCCESSFUL IN ENFORCING OUR INTELLECTUAL PROPERTY RIGHTS AGAINST THIRD
PARTIES" above.

 Employment

 We
currently have approximately 49 full-time (or near full-time) employees. This number is expected to grow. We may recruit additional employees
to the R&D team.

and Development

 Our
R&D organization is responsible for the design, development, testing, and delivery of new technologies, features, products, and
integrations of our component parts. We currently have approximately 24 employees engaged in research and development. We intend to continue to invest in our research and development capabilities.

 Our
R&D efforts are focused on the following areas: (i) maturing our multi camera solution based on advanced visual sensing and AI\ML
processing technologies focusing on sensing, computing, and prediction, cooperating with customers for mutual development projects that
demonstrate our technology by reaching customer KPIs and (ii) our industrial cloud-based product, which leverages our already in place
cloud environment to develop mutual proof of concept and minimal valuable product for our customers that enable cloud base solutions
for customer KPIs.

 Regulation

 Our
approach to regulation is generally determined based on a given project. In our engagements with customers operating in the biomedical
sector, we comply with the medical device standards in that corresponding territory, such as the FDA or International Organization for
Standardization (ISO), among others. Compliance with these regulations is achieved through our QA department and the support we receive
from highly experienced quality assurance and regulatory affairs consultants. In addition, we are being audited annually by MEDCERT GmbH,
a German Notified Body.

 For
instance, ISO 13485:2016 is a regulatory benchmark that we comply with while working on our medical device projects. ISO 13845:2016 is
similar to ISO 9001 in terms of its quality management system (QMS) requirements, however, ISO 13485:2016 is generally considered more
rigorous and comprehensive.

 Given
that we do not manufacture or distribute end-user products to the medical sector, and instead service businesses pursuant to a B2B model,
we are subject to fewer regulatory standards commonly associated with medical device manufacturers or distributors. We develop and manufacture
components for other companies, and therefore our involvement in the regulatory submission demands comparatively less responsibility.
This notwithstanding, we communicate with business customers in order to identify certain regulatory dimensions inherent to a project,
to which we should pay additional attention. For example, when a component of ours is integrated into a business's end-user product,
such as for the purpose of touching human tissue, we develop and manufacture our parts and components while taking into account certain
applicable regulatory standards. These standards might include, inter alia, relevant FDA regulations (e.g. CFR 21 part 820, the medical
device reporting requirements (MDR), among others) as well as ISO regulations (e.g. ISO 14644-1, specifically in connection with cleanrooms
and associated controlled environments, among other items, or ISO 10993, in connection with the biological evaluation of medical devices).
Furthermore, we prioritize our team's compliance with the Restriction of Hazardous Substances Directives (RoHS) and REACH (EC 1907/2006).

 Similarly,
if a component part of ours is incorporated into an electronic device for the purpose of being used inside a human body, we comply with
certain FDA requirements as well as IEC 60601 for safety and electrostatic discharge, including the heating of parts at more than 42
degrees Celsius and a variety of additional technical standards designed for the safety and essential performance of electronic medical
equipment. Moreover, we perform risk management assessments in accordance with EN ISO 14971:2019 and ISO/TR 24971:2020.

 In
certain instances, our customers prefer that we conduct the testing of its products in internationally certified labs in order to further
guarantee that our component parts satisfy applicable regulatory standards. In this scenario, we perform the required tests as a service
to the customer and provide the customer with the official test results, specifically in accordance with ISO/IEC 17025:2017, which the
customer can later use in order to apply for the required marketing clearance of its end-user product.

 Since
we are seeking to sell our products to customers in the aviation sector, we have completed the process of implementing the AS9100D Standard
to comply with aerospace industry requirements.

 As
a U.S. company with foreign offices, we are subject to a variety of foreign laws governing our foreign operations, as well as U.S. laws
that restrict trade and certain practices, such as the Foreign Corrupt Practices Act.

 Israeli
Government Programs

 As
a result of certain agreements between Medigus and Odysight.ai Ltd. (for additional information about these agreements refer to –
"CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" below), the IIA approved a transfer of IIA know-how developed by Medigus
in the framework of the Bio Medical Photonic Consortium, or the Medigus Consortium, to Odysight.ai.

 Accordingly,
all rights and obligations with regard to the IIA under the Encouragement of Research, Development and Technological Innovation in the
Industry Law, 5744-1984, or the Innovation Law, in connection with such know-how now apply to Odysight.ai.

 The
following are details regarding the rights and obligations within the framework of our activity in the Medigus Consortium, which continue
to apply to us notwithstanding the termination of the Medigus Consortium:

 (i)

 The
 property rights to information which has been developed belongs to the Medigus Consortium member that developed it. However, the
 developing entity is obligated to provide the other members in the Medigus Consortium a license for the use of the new information,
 without consideration, provided that the other members do not transfer such information to any entity which is not a member of the
 Medigus Consortium. The provision of a license or of the right to use the new information to a third party is subject to approval
 by the administration of the MAGNET Program at the IIA;

 (ii)

 The
 Medigus Consortium member is entitled to register a patent for the new information which has been developed by it within the framework
 of its activity in the Medigus Consortium. The foregoing registration does not require approval from the administration of the MAGNET
 Program at the IIA; and

 (iii)

 The
 know-how and technology developed under the program is subject to the restrictions set forth under the Innovation Law, including
 restrictions on the transfer of such know-how and any manufacturing rights with respect thereto, without first obtaining the approval
 of the IIA. Such approval may entail additional payments to the IIA, as determined under the Innovation Law and regulations.

 Obligations
relevant to us under the Innovation Law include the following:

 Local
 Manufacturing Obligation. The terms of the grants under the Innovation Law require that we manufacture the products developed with
 these grants in Israel. Under the regulations promulgated under the Innovation Law, the products may be manufactured outside Israel
 by us or by another entity only if prior approval is received from the IIA (such approval is not required for the transfer of less
 than 10% of the manufacturing capacity in the aggregate, in which case a notice should be provided to the IIA). In general, due to
 manufacturing outside Israel, with respect to royalties bearing grants we would be required to pay royalties at an increased rate,
 usually 1% in addition to the standard rate and increased royalties cap (between 120% and 300% of the grants, depending on the manufacturing
 volume that is performed outside Israel).

 Know-How
 Transfer Limitation. The Innovation Law restricts the ability to transfer, in any manner, know-how funded directly or indirectly
 by the IIA (sale of products is not prohibited), unless the IIA approves doing so and subject to the terms of the Innovation Law
 and of the IIA's approval.

 Among
 other things, transfer of IIA funded know-how outside of Israel requires prior approval of IIA and in certain circumstances is subject
 to certain payments to the IIA, calculated according to a formula provided under the Innovation Law. If we wish to transfer IIA funded
 know-how outside of Israel, the terms for approval will be determined according to the character of the transaction and the consideration
 paid to us for such transfer. The IIA approval to transfer know-how created, in whole or in part, in connection with a IIA-funded
 project to third party outside Israel where the transferring company remains an operating Israeli entity is subject to payment of
 a redemption fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the
 ratio between the aggregate IIA grants to the company's aggregate investments in the project that was funded by these IIA grants,
 multiplied by the transaction consideration, considering statutory depreciation and less royalties already paid to the IIA. The transfer
 of such know-how to a party outside Israel where the transferring company ceases to exist as an Israeli entity is subject to a redemption
 fee formula that is based, in general, on the ratio between aggregate IIA grants received by the company and the company's
 aggregate research and development expenses, multiplied by the transaction consideration considering statutory depreciation and less
 royalties already paid to the IIA.

 The
 regulations promulgated under the Innovation Law establish a maximum payment of the redemption fee paid to the IIA under the above
 mentioned formulas and differentiates between two situations: (i) in the event that the company transfers its IIA funded know-how,
 in whole or in part, or is sold as part of an M&A transaction, and subsequently ceases to conduct business in Israel, the maximum
 redemption fee under the above mentioned formulas will be no more than six times the amount received (plus annual interest) for the
 applicable know-how being transferred, or the entire amount received from the IIA, as applicable; (ii) in the event that following
 the transactions described above (e.g. asset sale of IIA funded know-how or transfer as part of an M&A transaction) the company
 continues to conduct its research and development activity in Israel (for at least three years following such transfer and maintain
 staff of at least 75% of the number of research and development employees it had for the six months before the know-how was transferred
 and keeps the same scope of employment for such research and development staff), then the company is eligible for a reduced cap of
 the redemption fee of no more than three times the amounts received (plus annual interest) for the applicable know-how being transferred.
 In addition, special rules and payment formulas apply for certain kinds of transfers of know-how outside of Israel, such as R&D
 licenses. Transfer of IIA-funded know-how outside of Israel not according to the R&D Law may give rise to financial exposure
 as well as criminal liability.

 Approval
 of the transfer of IIA funded technology to another Israeli company may be granted only if the recipient assumes and abides by the
 provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing
 rights outside of Israel (in addition, there will be an obligation to pay royalties to the IIA from the income of such sale transaction
 as part of the royalty payment obligation).

 Approval
 to manufacture products outside of Israel or consent to the transfer of technology, if requested, might not be granted. Furthermore,
 the IIA may impose certain conditions on any arrangement under which it permits Odysight.ai to transfer technology or development
 out of Israel.

 On
May 21, 2023, the Company was awarded an additional grant by the IIA. The purpose of this grant is to support and enhance the Company's
production capabilities. Subject to the Company successfully achieving all predetermined milestones, the maximum grant amount that can
be received is NIS 1 million.

 Under
the Innovation Law and the terms of the grant, royalties on the revenues derived from sales of products developed with IIA funding will
be payable to the Israeli government, generally at the rate of 3%. The royalty terms shall differ if we receive IIA approval to manufacture
or to transfer the rights to manufacture our products developed by way of the IIA grant outside of Israel. The obligation to make these
payments terminates upon full repayment of the grant amount, subject to adjustment for fluctuation in the dollar/shekel exchange rate,
plus interest.

to the terms of the grant under the Innovation Law, recipients of funding from the IIA are prohibited from (i) manufacturing products
developed using IIA grants or derived from technology developed with IIA grants outside of Israel and (ii) transferring rights to manufacture
such products outside of Israel. However, the IIA could, in special cases, approve the transfer of manufacturing or of manufacturing
rights of a product developed in an approved program or which resulted therefrom, outside of Israel. If we were to receive approval to
manufacture or to transfer the rights to manufacture our products developed with IIA-funding outside of Israel, we would be required
to pay an increased total amount of royalties (possibly up to 300% of the grant plus interest), depending on the portion of total manufacturing
that was performed outside of Israel.

 The
terms of the grant under the Innovation Law prohibit transferring or licensing our IIA-financed technologies, technologies derived therefrom,
and related intellectual property rights and know-how outside of Israel, except under limited circumstances and only with the approval
of the IIA and generally upon making a payment to the IIA. If received, we could be required to pay the IIA an amount calculated in accordance
with the applicable formula set out in the applicable IIA grant track. The scope of the support received, the royalties that we already
paid to the IIA, the amount of time that elapsed between the date on which the technology was transferred, the date on which the applicable
project performance period for the IIA grants was completed, the sale price, and the form of transaction are all factors to be taken
into account in calculating the amount of payment to the IIA in connection with a transfer or license of IIA-funded technologies. The
repayment amount is subject to a maximum limit calculated in accordance with a formula set forth in the guidelines published by the IIA.
In addition, any decrease in the percentage of manufacturing performed in Israel of any product or technology, as originally declared
in the application to the IIA with respect to such product or technology, could require notification by us to or obtaining the approval
of the IIA, and could result in increased royalty payments to the IIA of up to 300% of the total grant amounts received in connection
with such product or technology, plus interest, depending on the portion of total manufacturing that was performed outside of Israel.

 Approval
of the transfer or license of technology to residents of Israel is required and could be granted in specific circumstances, but only
if the recipient agrees to abide by the provisions of applicable law, including the restrictions on the transfer of know-how and the
obligation to pay royalties. An additional royalty payment is generally required to be made from the consideration paid for such transfer.

 The
State of Israel does not own any intellectual property rights in technology developed with IIA funding and there is no restriction on
the export of products manufactured using technology and know-how developed with IIA funding. The technology and know-how are, however,
subject to transfer of technology and manufacturing rights restrictions as described above.

 item
1a. risk factors

 Risk
Factor Summary

 Below
is a summary of the principal factors that make an investment in the Company speculative or risky. This summary does not address all
of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can
be found below, after this summary, and should be carefully considered.

 Risks
Related to Our Business, Operations and Financial Condition

 We
 have had a limited operating history and may not be able to successfully operate our business or execute our business plan.

 If
 we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets
 and third parties to perform these services, we may not be successful in commercializing our products and technology.

 We
 may require substantial additional funding, which may not be available to us on acceptable terms, or at all.

 We
 have a single customer that accounts for a substantial portion of our revenues, and our business would be harmed
 were we to lose this customer.

 If
 we fail to effectively manage growth, our business could be impaired.

 Our
 commercial success depends upon the degree of market acceptance by prospective markets and industries.

 Weakened
 global economic conditions may harm our industry, business and results of operations.

 Risk
Related to Third Parties

 Our
 reliance on third-party suppliers for most of the components of our products could harm our ability to meet demand for our products
 in a timely and cost-effective manner.

 We
 may not be able to manage our strategic partners effectively.

 We
 may not have sufficient manufacturing capabilities to satisfy any growing demand for our products. We may be unable to control the
 availability or cost of producing such products.

 Risks
Related to Competition

 We
 expect to face competition in the future. If we cannot successfully compete with new or existing technologies or future developed
 products, our marketing and sales will suffer, and we may never be profitable.

 If
 we fail to comply with anti-bribery, anti-corruption and anti-money laundering laws, we could be subject to penalties and other adverse
 consequences.

 Risks
Related to Intellectual Property

 We
 may not be able to obtain all possible patents or other intellectual property rights necessary to protect our proprietary technology
 and business.

 We
 may not be successful in enforcing our intellectual property rights against third parties.

 We
 may be subject to infringement claims and other litigation, which could adversely affect our business.

 Governmental
 regulation of non-practicing patent holders may adversely affect our business.

Risk Factors Related to Our Business

 Our
 business and operations may suffer in the event of computer system failures, cyber-attacks, or deficiencies in our cyber-security.

 We
 may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that
 could be expensive, divert management's attention, and harm our business.

 Testing
 of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.

 We
 rely on highly skilled personnel, and, if we are unable to attract, retain, or motivate qualified personnel, we may not be able to
 operate our business effectively.

 Our
 data and information systems and network infrastructure may be subject to hacking or other cybersecurity threats.

 We
 incorporate artificial intelligence, or AI, into some of our products. This technology is new and developing and may present both
 compliance and reputational risks.

 Risks
Related to Our Common Stock

 If
 the ownership of our Common Stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing
 significant corporate decisions and may result in conflicts of interest.

 Future
 resales of Common Stock may cause the market price of our Common Stock to drop significantly, even if our business is doing well.

 Trading
 on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our Common Stock and make it difficult
 for our stockholders to resell their Common Stock.

 Anti-takeover
 provisions contained in our articles and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.

 The
 market price of our Common Stock may be highly volatile and such volatility could cause you to lose some or all of your investment.

 Our
 Common Stock is currently a "penny stock," which imposes additional sales practice requirements on broker-dealers that
 sell such securities.

 Compliance
 with the reporting requirements of federal securities laws can be expensive.

 Our
 investors' ownership in the Company may be diluted in the future.

 Directors,
 executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may
 make decisions that our stockholders do not consider to be in their best interests.

 We
 do not anticipate paying any cash dividends in the foreseeable future.

 Risks
Related to our Operations in Israel

 We
 are subject to the risks of political, economic, health, and military instability in countries outside the United States in which
 we operate.

 Conditions
 in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations and Israel's war against them, if
 escalated, could negatively affect our operations.

 Other
 instances of political, economic, or military instability in Israel, if escalated, could impede our ability to operate and harm our
 financial results.

 It
 may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.

 Exchange
 rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.

 Certain
 technology developed and used by us received Israeli government grants for certain research and development activities. The terms
 of those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.

 We
 may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result
 in litigation and adversely affect our business.

 Certain
factors may have a material adverse effect on our business, financial condition, and results of operations. You should carefully consider
the following risks, together with all of the other information contained in this Annual Report on Form 10-K, including the sections
titled "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and our financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Any of
the following risks could materially and adversely affect our business, strategies, prospects, financial condition, results of operations,
and cash flows. In such case, the market price of our common stock could decline. Our business, prospects, financial condition, or results
of operations could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

 Risks
Related to Our Business, Operations and Financial Condition

 We
have had a limited operating history and may not be able to successfully operate our business or execute our business plan.

 Given
our limited operating history, it is hard to evaluate our proposed business and prospects. Our proposed business operations will be subject
to numerous risks, uncertainties, expenses, and difficulties associated with early-stage enterprises. Such risks include, but are not
limited to, the following:

 the
 absence of a lengthy operating history;

 potential
 for ongoing operating losses;

 operating
 in multiple currencies;

 our
 ability to anticipate and adapt to a developing market(s);

 acceptance
 of our products by the medical and industrial (I4.0) markets and consumers;

 introducing
 innovation to conservative industries;

 development
 risks and implementation of new software and algorithm for AI and cloud utilization;

 insufficient
 capital to fully realize our operating plan;

 a
 competitive environment;

 the
 ability to identify, attract, and retain qualified personnel; and

 operating
 in an environment that is highly regulated by a number of agencies.

 Because
we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable
to address such risks in a cost-effective manner, if at all. We have not earned a profit in any full fiscal year since our inception,
and we cannot be certain as to when or if we will achieve or maintain profitability. If we are unable to successfully address these risks
our business could be harmed.

 If
we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets
and third parties to perform these services, we may not be successful in commercializing our products and technology.

 Given
that we are currently as a B2B company, our business is reliant on our ability to successfully attract potential business targets. Furthermore,
we have a limited sales and marketing infrastructure and have limited experience in the sale, marketing, or distribution of our technologies
beyond the B2B model. To achieve commercial success for our technologies or any future developed product, we will need to establish a
sales and marketing infrastructure or to out-license such future products.

 In
the future, we may consider building a focused sales and marketing infrastructure to market any developed products and potentially other
products in the United States or elsewhere in the world. There are risks involved with establishing our own sales, marketing, and distribution
capabilities. For example, recruiting, and training a sales force could be expensive and time consuming and could delay any product launch.
This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

 Factors
that may inhibit our efforts to commercialize any future products on our own include:

 we
 have not recruited adequate numbers of effective sales and marketing personnel;

 the
 challenge of sales personnel to obtain access to potential customers;

 the
 lack of complementary products to be offered by sales personnel or lack of product-market fit, which may put us at a competitive
 disadvantage relative to companies with more extensive product lines; and

 unforeseen
 costs and expenses associated with creating an independent sales and marketing organization.

 If
we are unable to establish our own sales, marketing, and distribution capabilities or enter into successful arrangements with third parties
to perform these services, we will not be successful in commercializing our technologies or any future products we may develop, and our
revenues and profitability may be materially adversely affected.

 We
may require substantial additional funding, which may not be available to us on acceptable terms, or at all.

 Our
cash and short-term deposit balance as of December 31, 2023 was $17 million. We may require additional funding to fund and grow our operations
and to develop certain products. There can be no assurance that financing will be available in amounts or on terms acceptable to us,
if at all. In the event we require additional capital, the inability to obtain such capital will restrict our ability to grow and may
reduce our ability to continue to conduct business operations. If we require and are unable to obtain additional financing, we will likely
be required to curtail our development plans. In that event, current stockholders would likely experience a loss of most or all of their
investment. Additional funding may be dilutive to the interests of existing stockholders.

 We
have a single customer that accounts for a substantial portion of our revenues, and our business
would be harmed were we to lose this customer.

 We
currently have one major customer, a leading Fortune 500 multinational healthcare corporation, which accounted for approximately 98%
and 81% of our revenues for 2023 and 2022, respectively, and is expected to generate most of our forecasted revenue in the near term.
Were we to lose this customer, our revenues would decline significantly, and our business would be harmed.

 If
we fail to effectively manage growth, our business could be impaired.

 Our
business strategy contemplates a period of rapid growth which may put a strain on our administrative and operational resources, and our
funding requirements. Our ability to effectively manage growth will require us to successfully expand the capabilities of our operational
and management systems, and to attract, train, manage, and retain qualified personnel. There can be no assurance that we will be able
to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to appropriately manage
growth, our business, prospects, financial condition, and results of operations could be adversely affected.

 Our
commercial success depends upon the degree of market acceptance by such prospective markets and industries as defense and aviation, as
well as by the medical community.

 Our
current business model is that of a B2B approach in which we seek to identify target businesses interested in integrating our technology
or commissioning individual projects using our technology. Any product that we commission or that is brought to the market may or may
not gain market acceptance by prospective customers. The commercial success of our technologies, current products, and any future product
that we may develop depends in part on the medical community as well as other industries for various use cases, depending on the acceptance
by such industries of our products as a useful and cost-effective solution compared to current technologies. During 2022, we commenced
proactive market penetration into industries other than the biomedical sector, such as the defense and aviation industries. If our technology
or any future product that we may develop does not achieve an adequate level of acceptance, or does not garner significant commercial
appeal, we may not generate significant revenue and may not become profitable. The degree of market acceptance will depend on a number
of factors, including:

 the
 cost, safety, efficacy/performance, perceived value and convenience of our technology and any current or future product that we may
 develop;

 the
 ability of third parties to enter into relationships with us;

 the
 effectiveness of our sales and marketing efforts;

 the
 strength of marketing and distribution support for, and timing of market introduction of, competing technology and products; and

 publicity
 concerning our technology or products or competing technology and products.

 Our
efforts to penetrate industries and educate the marketplace on the benefits of our technology, and reasons to seek the commissioning
of products based on our technology, may require significant resources and may never be successful. Such efforts to educate the marketplace
may require more resources than are required by conventional technologies.

 Weakened
global economic conditions may harm our industry, business and results of operations.

 Our
overall performance depends in part on worldwide economic conditions. Global financial developments and downturns seemingly unrelated
to us or may harm us. The United States and other key international economies have been affected from time to time by falling demand
for a variety of goods and services, restricted credit, reduced liquidity, reduced corporate profitability, volatility in credit, equity
and foreign exchange markets, bankruptcies, inflation and overall uncertainty with respect to the economy, including with respect to
tariff and trade issues. Weak economic conditions or the perception thereof, or significant uncertainty regarding the stability of financial
markets related to stock market volatility, inflation, recession, changes in tariffs, trade agreements, or governmental fiscal, monetary
and tax policies, among others, could adversely impact our business, financial condition and operating results.

 More
recently, inflation rates in the U.S. have been higher than in previous years, which may result in decreased demand for our products
and services, increases in our operating costs including our labor costs, constrained credit and liquidity, reduced government spending
and volatility in financial markets. The Federal Reserve has raised, and may again raise, interest rates in response to concerns over
inflation risk. Increases in interest rates on credit and debt that would increase the cost of any borrowing that we may make from time
to time and could impact our ability to access the capital markets. Increases in interest rates, especially if coupled with reduced government
spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.
In an inflationary environment, we may be unable to raise the sales prices of our products at or above the rate at which our costs increase,
which could reduce our profit margins and have a material adverse effect on our financial results and net income. We also may experience
lower than expected sales and potential adverse impacts on our competitive position if there is a decrease in consumer spending or a
negative reaction to our pricing. A reduction in our revenue would be detrimental to our profitability and financial condition and could
also have an adverse impact on our future growth.

 Risk
Related to Third Parties

 Our
reliance on third-party suppliers for most of the components of our products could harm our ability to meet demand for our products in
a timely and cost-effective manner.

 We
rely on our third-party suppliers to obtain an adequate supply of quality components on a timely basis with favorable terms to manufacture
our products. Some of those components that we sell are provided to us by a limited number of suppliers. We will be subject to disruptions
in our operations if our sole or limited supply contract manufacturers decrease or stop production of components or do not produce components
and products of sufficient quantity or quality. Alternative sources for our components will not always be available.

 Though
we attempt to ensure the availability of more than one supplier for each important component in any product that we commission, the number
of suppliers engaged in the provision of miniature video sensors which are suitable for our CMOS technology mainly in the medical domain
is very limited, and therefore in some cases we engage with a single supplier, which may result in our dependency on such supplier. This
is the case regarding sensors for the CMOS type technology that are produced by a single supplier in the United States. As we do not
have a direct general contract in place with this supplier, there is no contractual commitment on the part of such supplier for any set
quantity of such sensors. The loss of our sole supplier in providing us with miniature sensors for our CMOS technology products mainly
in the medical domain, and our inability or delay in finding a suitable replacement supplier, could negatively affect our business, financial
condition, results of operations, and reputation.

 We
are also subject to other risks inherent in the manufacturing of our products and their supply chain, including industrial accidents,
natural disasters (including as a result of climate change), environmental events, strikes, and other labor disputes, capacity constraints,
disruptions in material or packaging supplies, as well as global shortages, disruptions in supply chain or information technology, loss
or impairment of key manufacturing sites or suppliers, product quality control, safety, increase in commodity prices and energy costs,
licensing requirements and other regulatory issues, as well as other external factors over which we have no control. If such an event
were to occur, it could have an adverse effect on our business, financial condition, and results of operations.

 In
addition, if we cannot supply current products or future potentially developed products due to a lack of components or are unable to
utilize other components in a timely manner, our business will be significantly harmed. If inventory shortages occur, they could be expected
to have a material and adverse effect on our future revenues and ability to effectively project future sales and operating results.

 We
may not be able to manage our strategic partners effectively.

 We
have entered into, and we may continue to enter into, strategic alliances with third parties to gain access to new and innovative technologies
and markets. These parties are often large, established companies. Negotiating and performing under these arrangements involves significant
time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that
have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize
and performing under these arrangements may adversely affect our results of operations.

 Failure
to manage our current partners effectively or enter into new strategic alliances may affect our success in executing our business plan
and may adversely affect our business, financial condition, and results of operation. We may not realize the anticipated benefits of
any or all partnerships or may not realize them in the time frame expected.

 We
may not have sufficient manufacturing capabilities to satisfy any growing demand for our products. We may be unable to control the availability
or cost of producing such products.

 Our
current manufacturing capabilities may not reach the required production levels necessary in order to meet growing demands for any products
we may commission or future products we may develop. There can be no assurance that our products can be manufactured at our desired commercial
quantities, in compliance with our requirements, and at an acceptable cost. Any such failure could delay or prevent us from shipping
said products and marketing our technologies in accordance with our target growth strategies.

 Risks
Related to Competition

 We
expect to face competition in the future. If we cannot successfully compete with new or existing technologies or future developed products,
our marketing and sales will suffer, and we may never be profitable.

 We
expect to compete against existing technologies and proven products in different industries. In addition, some of these competitors,
either alone or together with their collaborative partners, operate larger research, and development programs than we do, and may have
substantially greater financial resources than we do, as well as significantly greater experience in obtaining regulatory approvals applicable
to the commercialization of relevant competitive technologies and future products.

 If
we fail to comply with anti-bribery, anti-corruption and anti-money laundering laws, we could be subject to penalties and other adverse
consequences.

 We
are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, and
the Israeli Prohibition on Money Laundering Law, 5760-2000, collectively, the Israeli Anti-Corruption Laws, and the UK Bribery Act 2010,
or UK Bribery Act, and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business,
both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial
parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA, the Israeli Anti-Corruption
Laws, the UK Bribery Act, and other applicable anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and
bribery committed by our third-party business partners, representatives and agents. In addition, we leverage third parties to sell our
products and conduct our business abroad. We and our third-party business partners, representatives and agents may have direct or indirect
interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for
the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors,
channel partners and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books
and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and
procedures to address compliance with such laws, we cannot provide complete assurance that our employees and agents will not take actions
in violation of our policies or applicable law, for which we may be ultimately held responsible. Our potential exposure for violating
these laws increases as our international presence expands and we increase sales and operations in foreign jurisdictions. Any violation
of the FCPA, the Israeli Anti-Corruption Laws, the UK Bribery Act, or other applicable anti-bribery, anti-corruption laws and anti-money
laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees,
loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial
diversion of management's attention, a decline in the market price of our Common Stock or overall adverse consequences to our reputation
and business, all of which may have an adverse effect on our results of operations and financial condition.

 Risks
Related to Intellectual Property

 We
may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

 We
may seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have
commercial value or that will likely give us a technological advantage. Despite devoting resources to the research and development of
proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection
with pending patent applications, and claims allowed may not be sufficient to allow them to use the inventions that they create exclusively.
Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable, or circumvented and may not provide
sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other
third parties may be able to design around their patents or develop products similar to our work products that are not within the scope
of their patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the
jurisdiction and type of patent.

 Prosecution
and protection of the rights sought in patent applications and patents can be costly, lengthy, and uncertain, often involve complex legal
and factual issues, and consume significant time and resources. In addition, the breadth of claims allowed in our patents, their enforceability,
and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual
property rights to the same extent as the laws of the United States. Even if our patents are held to be valid and enforceable in a certain
jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take
significant time, and divert management's attention from other business matters. We cannot assure that any of our issued patents
or pending patent applications provide any protectable, maintainable, or enforceable rights or competitive advantages to us.

 In
addition to patents, we plan to rely on a combination of copyrights, trademarks, trade secrets, and other related laws and confidentiality
procedures and contractual provisions to protect, maintain, and enforce our proprietary technology and intellectual property rights in
the United States and other countries. However, our ability to protect our brands by registering certain trademarks may be limited. In
addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers,
distributors and resellers, and with others to attempt to limit access to and distribution of our proprietary and confidential information,
it is possible that:

 misappropriation of our
 proprietary and confidential information, including technology, will nevertheless occur;

 our confidentiality agreements
 will not be honored or may be rendered unenforceable;

 third parties will independently
 develop equivalent, superior, or competitive technology or products;

 disputes will arise with
 our current or future strategic licensees, customers, or others concerning the ownership, validity, enforceability, use, patentability,
 or registrability of intellectual property; or

 unauthorized disclosure
 of our know-how, trade secrets, or other proprietary or confidential information will occur.

 We
may not be successful in enforcing our intellectual property rights against third parties.

 Unlicensed
copying and use of our intellectual property or infringement of our intellectual property rights may result in the loss of revenue to
us and cause us other harm. We seek diligently to enforce our intellectual property rights. Although we devote significant resources
to developing and protecting our technologies and evaluating potential competitors of our technologies for infringement of our intellectual
property rights, these infringements may nonetheless go undetected or may arise in the future. In the ordinary course of business, we
encounter companies that we suspect are infringing on our intellectual property rights. When we encounter a company that we suspect is
infringing our intellectual property rights, we may try to analyze their products and/or try to negotiate a license arrangement with
such party. If we try and are unable to negotiate a license or secure the agreement of such alleged infringing party to cease its activities,
we must make decisions as to how best to enforce our intellectual property rights.

 The
process of negotiating a license with a third party can be lengthy and may take months or even years in some circumstances. Even if we
are successful in securing a license agreement, there can be no assurance that our technologies will be used in a product that is ultimately
brought to market, achieves commercial acceptance or results in significant royalties to us. We generally incur expense prior to entering
into our license agreements, generating a license fee, and establishing a royalty stream from each customer. We may incur costs in any
particular period before any associated revenue stream begins, if at all. Further, it is possible that third parties who we believe are
infringing our intellectual property rights are unwilling to license our intellectual property from us on terms we can accept, or at
all.

 If
we cannot persuade a third party who we believe is infringing our technology to enter into a license with us, we may be required to consider
other alternatives to enforce our rights, including commencing litigation. The decision to commence litigation over infringement of a
patent is complex and may lead to several risks to us, including the following, among others:

 the
 time, significant expense and distraction to management of managing such litigation;

 the
 uncertainty of litigation and its potential outcomes;

 the
 possibility that in the course of such litigation, the defendant may challenge the validity of our patents, which could result in
 a re-examination or post grant review of our patents and the possibility that our patents may be limited in scope or invalidated
 altogether;

 the
 potential that the defendant may successfully persuade a court that their technology or products do not infringe our intellectual
 property rights;

 the
 impact of such litigation on other licensing relationships we have or seek to establish, including the timing of renewing or entering
 into such relationships, as applicable, as well as the terms of such relationships; and

 adverse
 publicity to us or harm to relationships we have with customers or others.

 Also,
enforcement of patent protection throughout the world is generally established on a country-by-country basis and we may not have as much
success enforcing our patents in foreign jurisdictions as in the United States. Further, in some instances, certain foreign governmental
entities that might infringe our intellectual property rights may enjoy sovereign immunity from such claims. Consequently, effective
protection of our intellectual property rights may be unavailable or limited.

 Defendants
in any litigation we consider commencing may have substantially greater financial and management resources necessary to manage litigation
than we have. Further, such potential defendants may also have their own substantial patent portfolio. Patent litigation can endure for
years and result in millions of dollars of expenses. If our counterparties in such litigation have substantially greater resources than
we have, we may not be able to withstand the time, expense, or distraction of the litigation, even though we may have a better litigation
position than such counterparties. In such instances we may not recover the expenses of litigation, and we may be required to enter into
settlement agreements that would be adverse to us or our intellectual property portfolio.

 The
foregoing and other factors may cause us not to file or continue litigation against alleged infringers of our intellectual property rights,
or may cause us not to file for, or pursue, patent protection for our inventive technology, in certain jurisdictions. Our failure to
seek to enforce our intellectual property rights may weaken our ability to enforce our intellectual property in the future or make our
efforts to license our intellectual property rights more difficult.

 If
we fail to protect our intellectual property rights adequately, if there are adverse changes in applicable laws, or if we become involved
in litigation relating to our intellectual property rights or the intellectual property rights of others, our business could be seriously
harmed. In such cases, the value ascribed to our intellectual property could diminish, we may incur significant legal expenses that could
harm our results of operations, and our patents or other intellectual property rights may be limited or invalidated. Any of the foregoing
could have a negative effect on the value of our Common Stock.

 We
may be subject to infringement claims and other litigation, which could adversely affect our business.

 As
more companies engage in business activities relating to predictive maintenance solutions, and develop corresponding intellectual property
rights, it is increasingly likely that claims may arise which assert that some of our products or services infringe upon other parties'
intellectual property rights. These claims could subject us to costly litigation and divert management resources. These claims may require
us to pay significant damages, cease production of infringing products, terminate our use of infringing technology, or develop non-infringing
technologies. In these circumstances, continued use of our technology may require that we acquire licenses to the intellectual property
that is the subject of the alleged infringement, and we might not be able to obtain these licenses on commercially reasonable terms or
at all. Our use of protected technology may result in liability that could threaten our continued operation.

 Some
of the contracts with our customers include indemnity and similar provisions regarding our non-infringement of third-party intellectual
property rights. As deployment of our technology increases, and more companies enter our markets, the likelihood of a third-party lawsuit
resulting from these provisions increases. If an infringement arose in a context governed by such a contract, we may have to refund to
our customer amounts already paid to us or pay significant damages, or we may be sued by the party whose intellectual property has allegedly
been infringed upon.

 Governmental
regulation of non-practicing patent holders may adversely affect our business.

 Governmental
policymakers and commercial participants have proposed reforming U.S. patent laws and regulations in a manner that may limit a patent-holder's
ability to enforce its patents against others to the extent that the holder is not practicing the subject matter of the patent at issue.
The U.S. International Trade Commission has also recently taken certain actions that have been viewed as unfavorable to patentees seeking
recourse in this forum. While we cannot predict what form any new patent reform laws or regulations may ultimately take, or what impact
they may have on our business, any laws or regulations that restrict our ability to enforce our patent rights against third parties could
have a material adverse effect on our business.

Risk Factors Related to Our Business

 Our
business and operations may suffer in the event of computer system failures, cyber-attacks, or deficiencies in our cyber-security.

 Security
incidents involving our information technology systems and those of third parties on which we rely have occurred in the past, such as
phishing attacks, although none of these incidents have been material to our business. Such security incidents may occur in the future.
Despite the implementation of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable
to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks
or cyber-intrusions over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside
our organization. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer
hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted
attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our operations,
it could result in a material disruption of our product development programs. To the extent that any disruption or security breach was
to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information,
we could incur material legal claims and liability, and damage to our reputation, and the further development of our product candidates
could be delayed. We face an increasingly difficult challenge to attract and retain highly qualified security personnel to assist us
in combatting these security threats.

 We
may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that could
be expensive, divert management's attention, and harm our business.

 Our
business exposes us to potential liability risks, product actions, and other field or regulatory actions that are inherent in the manufacturing,
marketing and sale of medical devices, or any other products that we may develop for a target business. We may be held liable if such
products cause injury or death or are found otherwise unsuitable or defective during usage. Our products incorporate mechanical and electrical
parts, complex computer software, and other sophisticated components, any of which can contain errors or failures. Complex computer software
is particularly vulnerable to errors and failures, especially when first introduced. In addition, new products or enhancements to our
existing products may contain undetected errors or performance problems that, despite testing, are discovered only after installation.

 If
any of our products are defective, whether due to design or manufacturing defects, improper use of the product, or other reasons, we
may voluntarily or involuntarily undertake an action to remove, repair, or replace the product at our expense. In some circumstances
we will be required to notify regulatory authorities of an action pursuant to a product failure.

 We
cannot ensure that provisions in our customer contracts will be legally sufficient to protect us if we are subjected to legal action.
In addition, our errors and omissions and product liability insurance coverage may not be completely adequate, may not continue to be
available on reasonable terms or in sufficient amounts to cover one or more large claims, or the insurer may disclaim coverage as to
some types of future claims. The successful assertion of any large claim against us could seriously harm our business. Even if not successful,
these claims may result in significant legal and other costs, be a distraction to our management and harm our reputation.

 Testing
of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.

 The
effect of government regulation and the need for compliance may delay marketing of our technologies and future potentially developed
products for a considerable period of time, impose costly procedures upon our activities, and provide an advantage to larger companies
that compete with us. There can be no assurance that we will be able to achieve regulatory compliance for any of our products. Any such
delay in achieving such regulatory compliance would materially and adversely affect the marketing of any contemplated products and the
ability to earn product revenue. Further, regulation of manufacturing facilities by state, local, and other authorities is subject to
change. Any additional regulation could result in limitations or restrictions on our ability to utilize any of our technologies, thereby
adversely affecting our operations. Various federal and foreign statutes and regulations also govern or influence the manufacturing,
safety, labeling, storage, record keeping, and marketing of our products. The process of compliance with relevant U.S. and foreign statutes
and regulations are time-consuming and require the expenditure of substantial resources. In addition, these requirements and processes
vary widely from country to country.

 We
rely on highly skilled personnel, and if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate
our business effectively.

 Our
success depends in large part on continued employment of senior management and key personnel who can effectively operate our business,
as well as our ability to attract and retain skilled employees. Competition for highly skilled management, technical, research and development,
and other employees is intense, and we may not be able to attract or retain highly qualified personnel in the future. Our long-term incentive
programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.

 If
a significant portion of our employees leaves us, we might fail to effectively manage a transition to new personnel, or if we fail to
attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition, and results of operations
could be adversely affected.

 Our
success also depends on our having highly trained financial, technical, R&D, sales, and marketing personnel. We will need to continue
to hire additional personnel as our business grows. A shortage in the number of people with these skills or our failure to attract them
to our Company could impede our ability to increase revenues from our existing technology and services, ensure full compliance with international
and federal regulations, or launch new product offerings and would have an adverse effect on our business and financial results.

 Further,
the volatility of our stock price may make our equity compensation less attractive to current and potential employees.

 We
may be unable to keep pace with changes in technology as our business and market strategy evolves.

 We
will need to respond to technological advances in a cost-effective and timely manner in order to remain competitive. The need to respond
to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able
to respond successfully to technological change.

 Our
data and information systems and network infrastructure may be subject to hacking or other cybersecurity threats. If our security measures
are breached and an unauthorized party obtains access to our proprietary business information, our information systems may be perceived
as being insecure, which could harm our business and reputation and our proprietary business information could be misappropriated, which
could have an adverse effect on our business and results of operations.

 Our
Company stores and transmits its proprietary information on its computer systems. Despite our security measures, our information systems
and network infrastructure may be vulnerable to cyber-attacks or could be breached due to an employee error or other disruption that
could result in unauthorized disclosure of sensitive information that has the potential to significantly interfere with our business
operations. Breaches of our security measures could expose us to a risk of loss or misuse of this information, litigation and potential
liability. Since techniques used to obtain unauthorized access or to sabotage information systems change frequently and generally are
not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures
in advance of such an attack on our systems. In addition, we use third party vendors to store our proprietary information who use cyber
or "cloud" storage of information as part of their service or product offerings, and despite our attempts to validate the
security of such services, our proprietary information may be misappropriated by other parties. In the event of an actual or perceived
breach of our security, or the security of one of our vendors, the market perception of the effectiveness of our security measures could
be harmed and we could suffer damage to our reputation or our business. Additionally, misappropriation of our proprietary business information
could prove competitively harmful to our business. For a description of our cybersecurity risk management and strategy, see Item 1C.
Cybersecurity.

 We
incorporate artificial intelligence, or AI, into some of our products. This technology is new and developing and may present both compliance
and reputational risks.

 Because
we develop our own algorithms and learning capabilities in the artificial intelligence ("AI") capabilities that we incorporate
into some of our products, and because the software solutions we create, implement, and maintain are often critical to some of our potential
customers' platforms, we may experience some system and service failures, schedule or delivery delays and other problems in connection
with our AI work. If we experience these problems, we may lose revenue due to adverse customer reactions, including postponement, cancellation
or failure to renew contracts; be required to provide additional services to a customer at no charge; receive negative publicity, which
could damage our reputation and adversely affect our ability to attract or retain customers; and suffer legal action for substantial
damages.

 Risks
Related to Our Common Stock

 If
the ownership of our Common Stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencing
significant corporate decisions and may result in conflicts of interest.

 Mr.
Arkin, who beneficially owns approximately 55.60% of our Common Stock, holds approximately 44.57% of the current voting power in our
Company and may exercise warrants and options which could increase his voting power to 55.60%. As a result, Mr. Arkin will likely control
any action requiring a stockholder vote, including: the election of directors; mergers, consolidations and acquisitions; the sale of
all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our amended and restated
certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution. This concentration of ownership
may delay, deter or prevent acts that would be favored by our other stockholders. The interests of Mr. Arkin may not always coincide
with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying,
preventing or deterring a change in control of our Company. Also, Mr. Arkin may seek to cause us to take courses of action that, in his
judgment, could enhance his investment in our Company, but which might involve risks to our other stockholders or adversely affect us
or our other stockholders. As a result, the market price of our Common Stock could decline or stockholders might not receive a premium
over the then-current market price of our Common Stock upon a change in control. In addition, this concentration of share ownership may
adversely affect the trading price of our Common Stock because investors may perceive disadvantages in owning shares in a company with
significant stockholders.

 If
we ever list on Nasdaq, we may be considered a "controlled company" within the meaning of Nasdaq rules and, as a result,
may rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

 As
a result of the concentration of voting power described above, we may be considered a "controlled company", for example by
Nasdaq if we ever list on The Nasdaq Stock Market, which we do not expect to be able to do, if ever, until after we file our Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 in March or April 2024, at the earliest. Under these rules, a listed company
of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and
may elect not to comply with certain corporate governance requirements, including: the requirement that a majority of our board of directors
consist of "independent directors" as defined under the rules of Nasdaq; the requirement that we have a compensation committee
that is composed entirely of directors who meet the Nasdaq independence standards for compensation committee members; and the requirement
that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations
committee that consists entirely of independent directors.

 Although
no decision has been made about whether or not to rely on such exemptions, if we do rely on any or all of these exemptions, you may not
have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

 Future
resales of Common Stock may cause the market price of our Common Stock to drop significantly, even if our business is doing well.

 Sales
of a substantial number of shares of our Common Stock in the public market could occur at any time, including by Mr. Moshe Arkin, our
largest shareholder, and other significant shareholders. These sales, or the perception in the market that such sales can occur, could
reduce the market price of our Common Stock and increase the volatility in the market price of our Common Stock. Further, the sale of
a substantial portion of shares of our Common Stock could result in a change of control, which could impact the market price and liquidity
of our Common Stock.

 Trading
on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our Common Stock and make it difficult
for our stockholders to resell their Common Stock.

 Our
Common Stock is currently quoted on the OTCQB tier of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin
and characterized by wide fluctuations in trading prices due to many factors, some of which may have little to do with our operations
or business prospects. This volatility could depress the market price of our Common Stock for reasons unrelated to operating performance.
Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading
of securities listed on a stock exchange like NASDAQ or the NYSE. Although in June 2021 we filed an application with The Nasdaq Stock
Market to list our Common Stock, we did not complete the process and do not expect to be able to do so, if ever, until after we file
our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 in March or April 2024, at the earliest. Our Common Stock
has a history of thin trading. During the 52-week period ended February 29, 2024, trades were only reported on 78 trading days. These
factors may result in investors having difficulty reselling any shares of our Common Stock.

 Anti-takeover
provisions contained in our articles and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.

 Our
amended and restated articles of incorporation and bylaws currently contain provisions that, together with Nevada law, could have the
effect of rendering more difficult or discouraging an acquisition deemed undesirable by our board of directors. Our corporate governance
documents presently include provisions such as providing for a "staggered" board of directors in which only one-third (1/3)
of the directors can be elected in any year, and limiting the liability of, and providing indemnifications to, our directors and officers.
These provisions, alone or together, could delay hostile takeovers and changes in control of our Company or changes in our management.

 As
a Nevada corporation, we may also become subject to the provisions of Nevada Revised Statutes Sections 78.378 through 78.3793, which
prohibit an acquirer, under certain circumstances, from voting shares of a corporation's stock after crossing specific threshold
ownership percentages, unless the acquirer obtains the approval of the stockholders of the issuer corporation. The first such threshold
is the acquisition of at least one-fifth, but less than one-third of the outstanding voting power of the issuer. We may become subject
to the above referenced Statutes if we have 200 or more stockholders of record, at least 100 of whom are residents of the State of Nevada
and do business in the State of Nevada directly or through an affiliated corporation.

 Any
provision of our amended and restated articles of incorporation, our bylaws or Nevada law that has the effect of delaying or deterring
a change in control of our Company could limit the opportunity for our stockholders to receive a premium for their shares of our Common
Stock and could also affect the price that some investors are willing to pay for our Common Stock.

 The
market price of our Common Stock may be highly volatile and such volatility could cause you to lose some or all of your investment.

 The
market price of our Common Stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, such
as:

 the
 announcement of new products or product enhancements by us or our competitors;

 developments
 concerning intellectual property rights;

 changes
 in legal, regulatory, and enforcement frameworks impacting our technology or the application of our technology;

 variations
 in our and our competitors' results of operations;

 fluctuations
 in earnings estimates or recommendations by securities analysts, if our Common Stock is covered by analysts;

 the
 results of product liability or intellectual property lawsuits;

 future
 issuances of Common Stock or other securities;

 the
 addition or departure of key personnel;

 announcements
 by us or our competitors of acquisitions, investments or strategic alliances;

 current
 or anticipated impact of military conflict, including the conflict between Russia and Ukraine, Israel's war or conflicts with
 Hamas or Lebanon, terrorism or other geopolitical events;

 sanctions
 imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely
 impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate
 market and economic instability; and

 general
 market conditions and other events or factors, many of which are beyond our control.

 In
addition, the stock market has experienced significant volatility, particularly with respect to pharmaceutical, biotechnology and other
life sciences company stocks. The volatility of pharmaceutical, biotechnology and other life sciences company stocks often does not relate
to the operating performance of the companies represented by the stock. In the past, securities class action litigation has often been
initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial
costs and divert our management's attention and resources and could also require us to make substantial payments to satisfy judgments
or to settle litigation.

 Our
Common Stock is currently a "penny stock," which imposes additional sales practice requirements on broker-dealers that sell
such securities.

 The
SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price
less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our Common Stock is currently
a "penny stock" and is subject to Rule 15g-9 under the Securities Exchange Act of 1934, or the Penny Stock Rule. This rule
imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers
and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000,
or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may
affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in
the secondary market, thus possibly making it more difficult for us to raise additional capital.

 For
any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure
schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable
to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are
required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stock.

 There
can be no assurance that our Common Stock will qualify for exemption from the Penny Stock Rule. Even if our Common Stock were exempt
from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Securities Exchange Act of 1934, or the Exchange Act, which
gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a
restriction would be in the public interest.

 The
penny stock rules may make it difficult for stockholders to sell their shares of our Common Stock. Because of the rules and restrictions
applicable to a penny stock, there is less trading in penny stocks and the market price of our Common Stock may be adversely affected.
Also, many brokers choose not to participate in penny stock transactions. Accordingly, stockholders may not always be able to resell
their shares of our Common Stock publicly at times and prices that they feel are appropriate.

 Compliance
with the reporting requirements of federal securities laws can be expensive.

 We
are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of the Exchange
Act, and other federal securities laws. The costs of preparing and filing annual and quarterly reports and other information with the
SEC and furnishing audited reports to stockholders are substantial. Failure to comply with the applicable securities laws could result
in private or governmental legal action against us or our officers and directors, which could have a detrimental impact on our business
and financials, the value of our stock, and the ability of stockholders to resell their stock.

 Our
investors' ownership in the Company may be diluted in the future.

 In
the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests
of our present stockholders. We have in the past and may continue to issue a substantial number of shares of Common Stock or other securities
convertible into or exercisable for Common Stock in connection with capital raising activity, hiring, or retaining employees, future
acquisitions, raising additional capital in the future to fund our operations, and other business purposes. We expect to authorize in
the future a substantial number of shares of our Common Stock for issuance under a stock option or similar plan, and may issue equity
awards to management, employees, and other eligible persons. Additional shares of Common Stock issued by us in the future will dilute
an investor's investment in the Company. In addition, we may seek stockholder approval to increase the amount of the Company's
authorized stock, which would create the potential for further dilution of current investors.

 Directors,
executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may make
decisions that our stockholders do not consider to be in their best interests.

 As
of March 26, 2024, our directors, executive officers, principal stockholders, and affiliated entities may be deemed to beneficially
own, in the aggregate, approximately 84.11% of our outstanding voting securities. As a result, if some or all of such parties acted
together, they would have the ability to exert substantial influence over the election of our board of directors and the outcome of issues
requiring approval by our stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in
control of the Company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise
recover a premium for their shares over current market prices. This concentration of ownership and influence in management and board
decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking
to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our
Company.

 We
do not anticipate paying any cash dividends in the foreseeable future.

 We
have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you
should not rely on an investment in our Common Stock as a source for any future dividend income. Our board of directors has complete
discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount,
and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus,
the amount of distributions, if any, received by us from our wholly-owned subsidiary Odysight.ai Ltd., our financial condition, contractual
restrictions, and other factors deemed relevant by our board of directors.

 Risks
Related to our Operations in Israel

 We
are subject to the risks of political, economic, health, and military instability in countries outside the United States in which we
operate.

 Some
of our products are produced in Israel, India, China, and other countries which are particularly subject to risks of political, economic,
health, and military instability. This instability could result in wars, riots, nationalization of industry, currency fluctuations, and
labor unrest or unavailability. These conditions could have an adverse impact on our ability to manufacture, ship, and operate in these
regions and, depending on the extent and severity of these conditions, could result in a reduction in customer orders and sales to certain
regions and end-markets and materially and adversely affect our overall financial condition and operating results. We have principal
manufacturing facilities and operations located in Israel. Accordingly, our business will be directly influenced by the political, economic,
and military conditions affecting Israel at any given time.

 Conditions
in Israel, including the October 7, 2023 attack by Hamas and other terrorist organizations and Israel's war against them, if escalated,
could negatively affect our operations.

 Our
offices and management team are located in Israel. Accordingly, our business and operations may be affected by economic, political, geopolitical
and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred
between Israel and its neighboring countries and Muslim based terrorist organizations active in the region. These conflicts have involved
missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which from time to time have
negatively affected business conditions in Israel.

 On
October 7, 2023, the Hamas organization launched a series of deadly terror attacks on civilian and military targets skirting the Gaza
Strip in the southern part of Israel and fired rockets on many of the communities in southern and central Israel. Following the attack,
Israel's security cabinet declared war and commenced a military campaign in Gaza against Hamas. Since the outbreak of the war,
the Hezbollah terrorist organization has regularly fired rockets into northern Israel, other terrorist organizations have done so from
western Iraq and the Houthis terrorist organization operating out of Yemen has fired various projectiles and drones against commercial
shipping vessels in the Gulf of Aden and Red Sea. Moreover, these conditions may escalate in the future into a greater regional conflict.

 The
war has led to consequences and restrictions with respect to the Israeli economy, including a significant call-up of military reservists,
most of whom have been released from such service as of the date of this Annual Report. However, to date the war has not had a material
adverse effect on our business. While our executive offices are located in Omer and Ramat Gan, Israel, neither of our sites is located
near Israel's relevant borders where the main impact of the war has been felt. Nevertheless, we have experienced some minor disruptions
to our routine work, including some difficulties in traveling outside of Israel in the first month of the war and occasional rocket fire
on municipalities where our offices are located, requiring our employees to take temporarily shelter for a few minutes at a time in on-site
safe rooms. In addition, several of our employees, including company officers such as our CEO Yehu Ofer, were called up to military reserve
duty, with many such call-ups having since lapsed. As of the date of this Annual Report, Mr. Ofer is subject to military reserve duty
a few days a month. We have taken various measures to mitigate the effects of the war, including adopting work-from-home measures, increased
employee overtime and third-party outsourcing where needed, and reviewing our business continuity plan.

 In
case of material escalation of current conditions or the outbreak of a greater regional conflict, it is possible that there will be further
military reserve duty call-ups, which may negatively affect our business due to a shortage of skilled labor and loss of institutional
knowledge. Were such an escalation to occur, the steps we have taken to mitigate the effects of the war may not be sufficient to prevent
material adverse impacts our business, financial condition and results of operations. In addition, although the intensive flight hours
flown by all Israeli Air Force platforms as a result of the war has caused an increase of interest in our technology from Israeli government
agencies and R&D programs, we may not be successful in turning these expressions of interest into orders for our products.

 It
is currently not possible to predict the duration or severity of the ongoing war or its effects on our business, operations and financial
conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources
and availability of supply and hamper our ability to raise additional funds or sell our securities, among other possible negative effects.

 Other
instances of political, economic or military instability in Israel, if escalated, could impede our ability to operate and harm our financial
results.

 In
addition to the ongoing war with Hamas, other political, economic, and military conditions in Israel and the surrounding region may directly
affect our business and operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred
between Israel and its neighboring countries. We have never experienced any material interruption in our operations attributable to these
factors, in spite of several Middle East crises. A change in the security and political situation in Israel and in the economy could
have a material adverse effect on our business, operating results, and financial condition.

 In
recent years, Israel has been subject to certain political instability and an increased number of elections were held. Actual or perceived
political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely
affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects. Changes in the
Israeli economy could make it more difficult for us to operate our business and could have a material adverse effect on our business,
reputation, financial condition, results of operation and cash flow.

 In
the beginning of 2023, the newly formed government commenced a legislative process to effect changes in the Israeli legal system. Certain
financial, legal, and commercial organizations and entities have claimed that such changes will weaken the Israeli legal system and,
as a result, could lead to negative impact on the economic and financial conditions of the State of Israel. At this stage, where most
of the proposed legislation has not become effective and its scope is not fully determined, we cannot assess the likelihood of the legislation
going into effect or the possible impact of these changes.

 In
addition to Hamas, Israel is engaged in sporadic armed conflicts with Hezbollah, an Islamist terrorist group that controls large portions
of southern Lebanon, and with Iranian-backed military forces in Syria. In addition, Iran has threatened to attack Israel and may be developing
nuclear weapons. Some of these hostilities have been accompanied by missiles being fired from Lebanon against civilian targets in various
parts of Israel, including areas in which some of our employees and consultants may be located, and negatively affected business conditions
in Israel. The global shipping industry is also experiencing disruptions due attacks by Houthi militants from Yemen on commercial shipping
in the Gulf of Aden and Red Sea, which has caused the rerouting of shipping away from the Suez Canal. Any hostilities involving Israel
or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results
of operations.

 Our
commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli
government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot
assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages
incurred by us could have a material adverse effect on our business. Any armed conflict or political instability in the region would
likely negatively affect business conditions and could harm our results of operations.

 Further,
in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business
with the State of Israel and with Israeli companies and may do so in the future as a result of the war with Hamas or for other reasons.
These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our
business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our
business.

 Many
Israeli citizens are also obligated to perform several days, and in some cases more, of annual military reserve duty each year until
they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a
military conflict, may be called to active duty. As has been the case with the ongoing war with Hamas, in response to increases in terrorist
activity, there have been periods of significant call-ups of military reservists. It is possible that there will be additional military
reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of
our management. Such disruption could materially adversely affect our business, prospects, financial condition, and results of operations.

 It
may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.

 It
may be difficult to acquire jurisdiction and enforce liabilities against any of our officers and directors who are based in Israel. It
may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers
under federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition
and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the
United States and Israel would permit effective enforcement of criminal penalties of the federal securities laws. Even if an Israeli
court agrees to hear a claim, it may determine that the Israeli law, and not U.S. law, is applicable to the claim. Further, if U.S. law
is found to be applicable, certain content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly
process, and certain matters of procedure would still be governed by the Israeli law. Consequently, you may be effectively prevented
from pursuing remedies under U.S. federal and state securities laws against us or any of our non-U.S. directors or officers.

 Exchange
rate fluctuations between foreign currencies and the U.S. Dollar may negatively affect our earnings.

 Our
reporting and functional currency is the U.S. dollar. Our revenues are currently primarily payable in U.S. dollars and we expect our
future revenues to be denominated primarily in U.S. dollars. However, some of our expenses are in New Israeli Shekels (NIS) and as a
result, we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S. dollars. We may, in the future,
decide to enter into currency hedging transactions. These measures, however, may not adequately protect us from material adverse effects.

 Exchange
rate movements have impacted and may continue to impact our consolidated revenues and operating results. It is particularly difficult
to forecast exchange rate movements and unanticipated currency fluctuations have affected and could continue to affect our financial
results and cause our results to differ from investor expectations or our own guidance in any future periods. Volatility in exchange
rates and global financial markets is expected to continue due to the ongoing global political and economic uncertainty.

 Certain
technology developed and used by us received Israeli government grants for certain research and development activities. The terms of
those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.

 The
research and development efforts that contributed to certain technology used by us was financed in part through grants from the Israel
Innovation Authority ("IIA") to Medigus, which was subsequently transferred to Odysight.ai (for more information about such
agreements, refer to – "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS" below). The terms of such grants require
Odysight.ai to comply with the requirements of the Innovation Law. When a company develops know-how, technology or products using IIA
grants, the terms of these grants and the Innovation Law restrict the transfer outside of Israel of such know-how, and the manufacturing
or manufacturing rights of such products, technologies or know-how, without the prior approval of the IIA. Therefore, if aspects of our
technologies are deemed to have been developed with IIA funding, the discretionary approval of an IIA committee would be required for
any transfer to third parties outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such
technologies. We may not receive those approvals. Furthermore, the IIA may impose certain conditions on any arrangement under which it
permits us to transfer technology or development out of Israel.

 The
transfer of IIA-supported technology or know-how or manufacturing or manufacturing rights related to aspects of such technologies outside
of Israel may involve the payment of significant penalties and other amounts, depending upon the value of the transferred technology
or know-how, the amount of IIA support, the time of completion of the IIA-supported research project and other factors. These restrictions
and requirements for payment may impair our ability to sell our technology assets outside of Israel or to outsource or transfer development
or manufacturing activities with respect to any product or technology outside of Israel. Furthermore, the consideration available to
our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such
as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.

 The
Company has applied for and been awarded an additional IIA-funded grant, to support and enhance the Company's production capabilities.
Subject to successfully achieving certain predetermined milestones, the Company will receive a maximum grant amount of NIS 1 million.
The grant shall subject the Company to certain restrictions on transfer of manufacturing rights and know-how outside of Israel and will
require royalty payments on revenues derived from sales of the products developed from the IIA funding.

 We
may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result
in litigation and adversely affect our business.

 A
significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under
the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the course and as a result of or arising
from his or her employment with a company are regarded as "service inventions," which belong to the employer, absent a specific
agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there
is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee, or the Committee, a body
constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his inventions. Recent case law
clarifies that the right to receive consideration for "service inventions" can be waived by the employee and that in certain
circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general
contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has
not yet determined one specific formula for calculating this remuneration (but rather uses the criteria specified in the Patent Law).
Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us
all rights to any inventions created in the scope of their employment or engagement with us, we may face claims demanding remuneration
in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties
to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business.

 Item
1b. unresolved staff comments

 Not
applicable.

 Item
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy. We depend on software applications, information technology systems, computing infrastructure
and cloud service providers to operate our business. Certain of these systems are managed, hosted, provided or used by third parties
to assist in conducting our business and which have their own cyber security measures in place. We are currently working to ensure that
we satisfy generally applicable industry standards and best practice methods for the assessment, identification, and management of risks
from cybersecurity threats that may jeopardize our line of business or may pose a risk to our information technology systems, including
from third parties with whom we work. We have appointed an Information Security Coordinator who oversees our information security policies
and procedures. The background and experience of our Information Security Coordinator includes managing the development of cyber security products for corporate and oversee
security analysis process on multiple products and companies. Our Information Security Coordinator
will maintain a cyber incident reporting and response process and will provide management notifications based on the seriousness of any
incident. Our information security policies and procedures are required to be reviewed on a regular basis.

 We
have not experienced a cybersecurity incident that resulted in a material adverse impact to our business or operations; however, there
can be no guarantee that we will not experience such an incident in the future. For a description of the risks from cybersecurity threats
that may materially affect our Company, see "Risk Factors" included elsewhere this Annual Report on Form 10-K, including
"Our data and information systems and network
infrastructure may be subject to hacking or other cyber security threats. If our security measures are breached and an unauthorized party
obtains access to our proprietary business information, our information systems may be perceived as being insecure, which could harm
our business and reputation and our proprietary business information could be misappropriated, which could have an adverse effect on
our business and results of operations. "

 Item
2. properties

 We
do not own property and currently lease our principal corporate office and corporate headquarters, which is also our registered office,
and is located at Industrial Park, P.O. Box 3030, Omer, Israel 8496500. Our Omer facility includes approximately 807 square meters of
office and laboratory space. In addition, we lease approximately 1,000 square meters of office space in Raman Gan, Israel, part of which
we sublease to a third party.

 We
believe our leased office space is sufficient to meet our current needs.

 item
3. legal proceedings

 As
a result of oppositional proceedings initiated by a third party in 2018, the Opposition Division of the EU Patent Office decided in
2019 to revoke two of the three European patents (EP 2.478.693 and EP 2.621.159) and in 2021 to maintain the third patent (EP
2.621.158). Following appeal hearings held in early 2024, the Board of Appeals revoked all three patents, with formal written
decisions still pending. The Company will decide whether to petition for further review of this matter after it receives the formal
written decisions. The revocations are not expected to have a material impact on the Company's current business operations. In
addition, one U.S. patent of the same family is currently under reexamination proceedings before the U.S. Patent and Trademark
Office. Furthermore, opposition proceedings have been filed in the European Union Intellectual Property Office against the Company's EU trademark applications for "Odysight" and "OdysightAI". For additional
information about these proceedings refer to – "PROPRIETARY RIGHTS AND TECHNOLOGY" above. Other than the above, we
are not aware of any pending legal proceedings to which we are a party, or to which any director, officer or affiliate of our
Company, or any owner of record or beneficially of more than 5% of any class of our voting securities, is a party adverse to us or
has a material interest adverse to us.

 item
4. mine safety disclosures.

 Not
applicable.

 part
II

 item
5. market for registrant's common equity, related stockholder matters and issuer purchases

 Market
Information

 Our
common stock is currently quoted on the OTCQB under the symbol "ODYS" and, until February 13, 2024, was quoted on the OTCQB
under the symbol "SCTC". Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in
trading prices due to many factors that may be unrelated to a company's operations or business prospects. We cannot assure you
that there will be a market in the future for our common stock.

 OTCQB
securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions
are conducted through a telephone and computer network connecting dealers in stocks. OTCQB issuers are traditionally smaller companies
that do not meet the financial and other listing requirements of a regional or national stock exchange.

 Holders

 As
of December 31, 2023, there were 41 stockholders of record of our common stock and 10,443,768 shares of our common stock outstanding.
The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in "street name"
in the names of various brokers, dealers, clearing agencies, banks, and other fiduciaries.

 Dividends

 We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase
our working capital and do not anticipate paying any cash dividends in the foreseeable future.

 Section
15(g) of the Exchange Act

 Our
shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9
promulgated thereunder. This section and related rules impose additional sales practice requirements on broker-dealers who sell our securities
to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals
with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g)
and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

 Rule
15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker-dealer transactions
in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

 Rule
15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses
and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

 Rule
15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

 Rule
15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales persons compensation.

 Rule
15g-6 requires broker-dealers receiving penny stocks to provide their customers with monthly account statements.

 Rule
15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer
setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience;
make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for
the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the
FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on
the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability
to resell your shares.

 Equity
Compensation Plan Information

 2020
Share Incentive Plan

 We
have adopted the 2020 Share Incentive Plan, or the 2020 Plan, under which we may grant equity-based incentive awards to attract, motivate,
and retain the talent for which we compete.

 Authorized
Shares. The maximum number of ordinary shares available for issuance under the 2020 Plan is equal to the sum of 2,824,717 shares,
or such number as our board of directors may determine from time to time.

 Administration.
 Our board of directors, or a duly authorized committee of our board of directors, will administer the 2020 Plan. Under the 2020 Plan,
the administrator has the authority, subject to applicable law, to interpret the terms of the 2020 Plan and any award agreements or awards
granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option
award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for
an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2020 Plan,
and take all other actions and make all other determinations necessary for the administration of the 2020 Plan.

 The
administrator also has the authority to amend and rescind rules and regulations relating to the 2020 Plan or terminate the 2020 Plan
at any time before the date of expiration of its ten-year term.

 Eligibility.
 The 2020 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102
of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the "Ordinance"), and Section 3(i) of the Ordinance and for
awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States
for tax purposes, Section 422 of the Internal Revenue Code (the "Code") and Section 409A of the Code.

 Section
102 of the Ordinance allows employees, directors, and officers who are not controlling shareholders and are considered Israeli residents
to receive favorable tax treatment for compensation in the form of shares or options. Our non-employee service providers and controlling
shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.

 Grant.
 All awards granted pursuant to the 2020 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the
administrator in its sole discretion. The award agreement will set forth the terms and conditions of the award, including the type of
award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures), and the exercise
price, if applicable. Certain awards under the 2020 Plan may constitute or provide for a deferral of compensation, subject to Section
409A of the Code, which may impose additional requirements on the terms and conditions of such awards.

 Each
award will expire seven years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the
administrator.

 Awards.
 The 2020 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), shares
of Common Stock, restricted shares, restricted share units, and other share-based awards.

 Options
granted under the 2020 Plan to our employees who are U.S. residents may qualify as "incentive stock options" within the meaning
of Section 422 of the Code, or may be non-qualified stock options. The exercise price of a stock option may not be less than 100% of
the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders).

 Exercise.
 An award under the 2020 Plan may be exercised by providing the company with a written or electronic notice of exercise and full payment
of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the administrator
and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price,
and purchase price obligations arising in connection with awards under the 2020 Plan, the administrator may, in its discretion, accept
cash, provide for net withholding of shares in a cashless exercise mechanism, or direct a securities broker to sell shares and deliver
all or a part of the proceeds to the Company or the trustee.

 Transferability.
 Other than by will, the laws of descent and distribution, or as otherwise provided under the 2020 Plan, neither the options nor any
right in connection with such options are assignable or transferable.

 Termination
of Employment. For grantees who terminated their employment with the Company or any of its affiliates prior to July 5, 2022, all
vested and exercisable awards held by such grantees as of the date of termination may be exercised within three months, unless otherwise
determined by the administrator. For grantees who terminated their employment with the Company or any of its affiliates after July 5,
2022, all vested and exercisable awards held by such grantees as of the date of termination may be exercised within three years, unless
otherwise determined by the administrator. After such three month or three-year period, as applicable, all such unexercised awards will
terminate, and the shares covered by such awards shall again be available for issuance under the 2020 Plan.

 In
the event of termination of a grantee's employment or service with the company or any of its affiliates due to such grantee's
death, permanent disability, or retirement, all vested and exercisable awards held by such grantee as of the date of termination may
be exercised by the grantee or the grantee's legal guardian, estate, or by a person who acquired the right to exercise the award
by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator.
Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the twelve-month period
following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2020 Plan.

 Notwithstanding
any of the foregoing, if a grantee's employment or services with the company or any of its affiliates is terminated for "cause"
(as defined in the 2020 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of
such termination and the shares covered by such awards shall again be available for issuance under the 2020 Plan.

 Transactions.
 In the event of a share split, reverse share split, share dividend, recapitalization, combination, or reclassification of our shares,
or any other increase or decrease in the number of issued shares effected without receipt of consideration by the company (but not including
the conversion of any convertible securities of the company), the administrator in its sole discretion shall make an appropriate adjustment
in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2020 Plan, to the
class and kind of shares subject to the 2020 Plan, as well as the exercise price per share of each outstanding award, as applicable,
the terms and conditions concerning vesting and exercisability, and the term and duration of outstanding awards, or any other terms that
the administrator adjusts in its discretion, or the type or class of security, asset, or right underlying the award (which need not be
only that of the Company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of
the above transactions); provided that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole
share unless otherwise determined by the administrator. In the event of a distribution of a cash dividend to all shareholders, the administrator
may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be
reduced by an amount equal to the per share gross dividend amount distributed by the Company, subject to applicable law.

 In
the event of a merger or consolidation of our Company, or a sale of all, or substantially all, of the Company's shares or assets,
or other transaction having a similar effect on the Company, or change in the composition of the board of directors, or liquidation or
dissolution, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without
the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted
by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide
the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of
unvested awards, or (b) cancel the award and pay in cash, shares of the company, the acquirer, or other corporation which is a party
to such transaction, or other property as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing,
the administrator may upon such event amend, modify, or terminate the terms of any award as it shall deem, in good faith, appropriate.

 Recent
Sales of Unregistered Securities

 On
March 27, 2023, the Company issued 3,294,117 units to certain investors in consideration of $14 million. Each such unit consisted of
(i) one share of the Company's common stock and (ii) one warrant to purchase one share of common stock with an exercise price of
$5.50 per share. Each warrant is exercisable for three years from the date of issuance. The shares of common stock and warrants were
issued in a private placement pursuant to Regulation S of the Securities Act of 1933, as amended. See "Liquidity and Capital Resources" for more information.

 Issuer
Purchases of Equity Securities

the period from January 1, 2023, to December 31, 2023, we did not purchase any of our equity securities.

 Item
6. [Reserved]

 item
7. management's discussion and analysis of financial condition and results of operations

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial
statements and the related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following
discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-looking Statements"
for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from
those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below,
and those discussed in the section titled "Risk Factors" included elsewhere in this Annual Report on Form 10-K.

 Overview

 We
were incorporated under the laws of the State of Nevada on March 22, 2013, under the name Intellisense Solutions Inc. We were initially
engaged in the business of developing web portals to allow companies and individuals to engage in the purchase and sale of vegetarian
food products over the Internet. However, were not able to execute our original business plan, develop significant operations, or achieve
commercial sales.

 On
December 30, 2019, we acquired all of the issued and outstanding share capital of ScoutCam Ltd. and, on December 31, 2029, changed our
name to ScoutCam Inc. Following this acquisition, we integrated and fully adopted the acquired miniaturized imaging business into our
Company as our primary business activity. On June 5, 2023, we changed our name to Odysight.ai Inc.

 We
are a pioneer in the development, production, and marketing of innovative Predictive Maintenance (PdM) and Condition Based Monitoring
(CBM) technologies, providing visual sensing and AI-based video analytics solutions for critical systems in the aviation, maritime, industrial
non-destructing-testing industries, transportation, and energy industries. Some of our products utilize our unique micro visualization
technology in medical devices for complex and minimally invasive medical procedures. Our technology includes proven video technologies
and products amalgamated into a first-of-its-kind, FDA-cleared minimally invasive surgical device. At the present time, we derive a substantial
portion of our revenue from applications of our micro visualization technology within the medical field.

 Our
unique video-based sensors, embedded software, and AI algorithms are being deployed in hard-to-reach locations and harsh environments
across a variety of PdM and CBM use cases. Our solution allows maintenance and operations teams visibility into areas which are inaccessible
under normal circumstances, or where the operating ambience otherwise is not suitable for continuous real-time monitoring and has various
applications which have relevancy in a wide range of industry segments that utilize complicated mechanics requiring ongoing monitoring
and predictive maintenance applications. Our current business model is a business-to-business (B2B) approach in which we seek to identify
target businesses interested in integrating our micro visualization technology or commissioning individual projects using our technology.

 Impact of the Ongoing War in Israel on Our Business

 On October 7, 2023, the Hamas
terrorist organization launched a series of deadly terror attacks on civilian and military targets skirting the Gaza Strip in the southern
part of Israel and fired rockets on many of the communities in southern and central Israel. Following the attack, Israel's security
cabinet declared war and commenced a military campaign in Gaza against Hamas. Since the outbreak of the war, the Hezbollah terrorist organization
has regularly fired rockets into northern Israel, other terrorist organizations have done so from western Iraq and the Houthis terrorist
organization operating out of Yemen has fired various projectiles and drones against commercial shipping vessels in the Gulf of Aden and
Red Sea.

 The war has led to consequences
and restrictions with respect to the Israeli economy, including a significant call-up of military reservists, most of whom have been released
from such service as of the date of this Annual Report. To date the war has not had a material adverse effect on our business. While we
have offices in Omer and Ramat Gan, Israel, neither of our sites is located near Israel's relevant borders where the main impact
of the war has been felt. Nevertheless, we have experienced some minor disruptions to our routine work, including some difficulties in
traveling outside of Israel in the first month of the war and occasional rocket fire on the municipalities where our offices are located,
requiring our employees to take temporarily shelter for a few minutes at a time in on-site safe rooms. In addition, several of our employees,
including company officers such as our CEO Yehu Ofer, were called up to military reserve duty, with many such call-ups having since lapsed.
As of the date of this Annual Report, Mr. Ofer is subject to military reserve duty a few days a month. We have taken various measures
to mitigate the effects of the war, including adopting work-from-home measures, increased employee overtime and third-party outsourcing
where needed, and reviewing our business continuity plan.

 As a result of the intensive
flight hours flown by all Israeli Air Force platforms as a result of the war and an enhanced Israel Ministry of Defense budget of approximately
$12 billion, we have experienced a growing interest in our technology from Israeli government agencies and R&D programs, which may
lead to more rapid assimilation of our technology into relevant platforms than we had anticipated prior to the start of the war, positively
affecting on our business activity in 2024. See also Risk Factors – "Conditions in Israel, including the October 7, 2023 attack
by Hamas and other terrorist organizations and Israel's war against them, if escalated, could negatively affect our operations."

 Critical
Accounting Policies and Estimates

 Our
management's discussion and analysis of our financial condition and results of operations is based on our financial statements,
which we have prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation
of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and
expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical
experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results
may differ from these estimates under different assumptions or conditions.

 While
our significant accounting policies are more fully described in Note 2 to our financial statements appearing elsewhere in this Form 10-K,
we believe that the following accounting policies are the most critical for fully understanding and evaluating our financial condition
and results of operations.

 Development Services Revenue
and Contract Liabilities

 We determine at
contract inception whether development services are distinct from the performance obligation to manufacture the product under
development. Revenues from development services that we determine as not distinct from our performance obligation to manufacture the
product under development are deferred until commencement of manufacturing and are recognized over the manufacturing term. As a
result, during development phase we have deferred all service revenues billed by us to a Fortune 500 multinational healthcare
corporation and the respective service costs. Further to the inception of the production
phase of the project in the second quarter of 2022, these deferred revenues and costs are recognized over the expected term of
production under the contract.

 Stock-Based

 We
apply the fair value recognition provisions of ASC 718, Compensation—Stock Compensation, or ASC 718, for stock-based awards
granted to employees, directors, and other providers for their services. Determining the amount of stock-based compensation to be recorded
requires us to develop estimates of the fair value of stock options as of their grant date. We estimate the fair value of each stock
option grant using the Black-Scholes option-pricing model. Calculating the fair value of stock-based awards requires that we make subjective
assumptions.

to ASC 718, we measure stock-based awards granted to employees, members of the board of directors and other providers at fair value on
the date of grant and recognize the corresponding stock-based compensation expense of those awards on a straight-line basis over the
requisite service period.

 The
Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and
the expected option term. Our expected dividend rate is zero since we do not currently pay cash dividends and do not anticipate doing
so in the foreseeable future. Each of the above factors requires us to use judgment and make estimates in determining the percentages
and time periods used for the calculation. If we were to use different percentages or time periods, the fair value of option awards could
be materially different. We recognize stock-based compensation cost for option awards on an accelerated basis over the employee's
requisite service period, and forfeitures are accounted for as they occur.

 Volatility
is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes
calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have not paid dividends and
does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating
the fair value of our stock-based compensation. The weighted average expected life of options was estimated individually in respect of
each grant.

 Comparison
of the Year Ended December 31, 2023 and the Year Ended December 31, 2022

 Overview

 The
Company's primary business activities during 2023 were:

 Production
 and supply of product to a Fortune 500 multinational healthcare corporation.

 Enlarging
 our focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other
 heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The
 main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased
 workload and solution development activity.

 The
following table summarizes our results of operations for the years ended December 31, 2023 and 2022, together with the changes in those
items in dollars and as a percentage:

 2023

 2022

 % Change

 3,033,000

 665,000

 %

 Cost of Revenues

 2,524,000

 1,631,000

 %

 Gross Profit (Loss)

 509,000

 (966,000
)

 %

 Research and development expenses

 5,602,000

 4,197,000

 %

 Sales and marketing expense

 1,109,000

 699,000

 %

 General and administrative expenses

 4,431,000

 3,577,000

 %

 Operating Loss

 (10,633,000
)

 (9,439,000
)

 %

 As
a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from
a limited number of customers.

 For
the year ended December 31, 2023, we generated revenues of $3,033,000, an increase of $2,368,000, or 356%, from 2022 revenues.

 The
increase in revenues was primarily due to increase in revenues from a Fortune 500 company (see "Customer A" in note 10 to our annual financial statements) due to:

 -
 an
 increase in the number of products sold and supplied to the customer during 2023, and

 -
 formalization
 of negotiations with the customer, according to which the price per unit increased significantly
 compared to the previous price.

 Cost
of Revenues

 Cost
of revenues for the year ended December 31, 2023, were $2,524,000 an increase of $893,000, or 55%, compared to cost of revenues of $1,631,000
for the year ended December 31, 2022. The increase was primarily due to an increase in the number of products sold and supplied
to the Fortune 500 company, partially offset by an improvement in the production process which resulted in a reduced scrap rate.

 Gross
Profit (Loss)

 Gross
profit for the year ended December 31, 2023 was $509,000, an increase of $1,475,00, or 153%, compared to a gross loss of $966,000 for
the year ended December 31, 2022. The increase was primarily due to an increase in revenues, partially offset by an increase in cost
of revenues as described above.

 The
transition from a gross loss to a gross profit is attributable to the formalization of negotiations with the healthcare customer. Under
this framework, the unit price experienced a substantial increase compared to its previous rate. We also benefited from an increase in the number of
products sold and supplied to the customer during 2023.

and Development Expenses

and development efforts are focused on new product development and on developing additional functionality for our new and existing products.
These expenses primarily consist of employee-related expenses, including salaries, benefits, and stock-based compensation expense for
personnel engaged in research and development functions, consulting, and professional fees related to research and development activities,
prototype materials, facility costs, and other allocated expenses, which include expenses for rent and maintenance of our facility, utilities,
depreciation, and other supplies. We expense research and development costs as incurred.

and development expenses for the year ended December 31, 2023 were $5,602,000, an increase of $1,405,000, or 33%, compared to $4,197,000
for the year ended December 31, 2022. The increase was primarily due to an increase in payroll expenses due to additional employee recruitment,
as result of enlarging our focus on R&D activities in the domain of I4.0.

 We
expect that our research and development expenses will increase as we continue to develop our products and services and recruit additional
research and development employees due to increased focus on R&D activities in the domain of I4.0.

 Sales
and Marketing Expenses

 Sales
and marketing expenses primarily consist of payroll expenses, consulting services, promotional materials, exhibitions, demonstration
equipment, and certain allocated facility infrastructure costs.

 Sales
and marketing expenses for the year ended December 31, 2023 were $1,109,000, an increase of $410,000, or 59%, compared to $699,000 for
the year ended December 31, 2022.

 The
increase was primarily due to recent rebranding activities, including expenses related to the changing the name of the Company from "ScoutCam
Inc." to "Odysight.ai Inc.", which included among other expenses designing a new logo and promotional materials. In
addition, the Company incurred expenses by participating in the Paris Air Show in June 2023, the world's premier and largest event
dedicated to the aviation and space industry.

 We
expect that our selling and marketing expenses will increase as we expand our selling and marketing efforts in the I4.0 domain.

and Administrative Expenses

and administrative expenses primarily consist of salaries and other related costs, including stock-based compensation, for personnel
in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related
costs as well as professional fees for legal, patent, consulting, investor, public relations, accounting, auditing, tax services, and
insurance costs.

and administrative expenses for the year ended December 31, 2023 were $4,431,000, an increase of $854,000, or 24%, compared to $3,577,000
for the year ended December 31, 2022.

 The
increase was primarily due to:

 -
an increase in payroll expenses, due to additional employee recruitment;

 -
an increase in patent related expenses due to maintenance, defense, and commercialization
efforts involving existing patents;

 -
an increase in professional services expenses due to the hiring of a financial consultant, IR consultant,
HR consultant and the appointment of new directors;

 -
an increase in rent and maintenance, due to our new offices in Ramat Gan; and

 -
In 2022, we benefited from the cancellation of a provision of $129,000 related to additional taxes due following entrance into an
agreement with the Israel Tax Authority (the "ITA"). In September 2021, the Company accrued approximately NIS
740,000 ($229,000) for additional taxes due following a VAT audit by the ITA for the years 2019-2021. In July 2022, the Company
reached an agreement with the ITA, according to which the amount due in additional taxes was reduced to approximately NIS 340,000
($100,000).

loss

 We
incurred an operating loss of $10,633,000 for the year ended December 31, 2023, an increase of $1,194,000, or 13%, compared to operating
loss of $9,439,000 for the year ended December 31, 2022. The increase in operating loss was due to increases in research and development
expenses, general and administrative expenses and sales and marketing expense, each as described
above.

 Comparison
of the Year Ended December 31, 2022 and the Year Ended December 31, 2021

 Overview

 The
Company's primary business activities during 2022 were:

 the second quarter of 2022, the Company completed the development of a product relating to a customer-specific project for a Fortune
 500 multinational healthcare corporation and moved from the development phase of the project to its production phase. As a result,
 during the year ended December 31, 2022, the Company recognized development services revenues and related development costs that
 have been previously deferred. The amounts were recognized based on the expected manufacturing term of the product, which the Company
 estimates at seven years.

 Increased
 focus on R&D activities in the domain of I4.0 (including PdM and CBM in sectors such as aerospace, maritime energy and other
 heavy machinery, engines and complicated mechanics which have a need for monitoring and predictive maintenance applications). The
 main effect of this activity was an increase in the number of employees to enable the Company to manage the anticipated increased
 workload and solution development activity.

 The
following table summarizes our results of operations for the years ended December 31, 2022 and 2021, together with the changes in those
items in dollars and as a percentage:

 2022

 2021

 % Change

 665,000

 387,000

 %

 Cost of revenues

 1,631,000

 1,108,000

 %

 Gross Loss

 (966,000
)

 (721,000
)

 %

 Research and development expenses

 4,197,000

 2,002,000

 %

 Sales and marketing expense

 699,000

 908,000

 (23
)%

 General and administrative expenses

 3,577,000

 5,481,000

 (35
)%

 Operating Loss

 (9,439,000
)

 (9,112,000
)

 %

 As
a result of the nature of our target market and the current stage of our development, a substantial portion of our revenue comes from
a limited number of customers.

 For
the year ended December 31, 2022, we generated revenues of $665,000, an increase of $278,000, or 72%, from 2021 revenues. The increase
in revenues was primarily due to the completion of development of the product relating to our endoscopic camera solution with a Fortune
500 company and moving to production stage. Total revenues recorded from our endoscopic camera solution with the Fortune 500 company
during 2022, amounted to approximately $538,000. We did not record any revenue from our endoscopic camera solution with the Fortune 500
company during 2021.

 This
increase in revenues was partly offset by the following:

 -
We did not record any revenue from A.M. Surgical during 2022, a decrease of approximately $199,000 from 2021.

 -
A decrease of $61,000 due to an overall decrease in sales of the Company's component products to occasional customers.

 Remaining
performance obligations ("RPOs") represents contracted revenue that have not yet been recognized, which include deferred
revenue and amounts that will be invoiced and recognized as revenue in future periods. As of December 31, 2022, the total RPO amounted
to $3.6 million, which we expect to recognize over the expected manufacturing term of the product under development.

 Cost
of Revenues

 Cost
of revenues for the year ended December 31, 2022, were $1,631,000, an increase of $523,000, or 47%, compared to cost of revenues of $1,108,000
for the year ended December 31, 2021. The increase was primarily due to:

 -
An increase in payroll expenses due to additional employee recruitment (such as in the areas of procurement, production planning and
control, engineering, and quality inspectors) to support the transition to serial production for the Fortune 500 customer.

 -
In the second quarter of 2022, the Company completed the development stage of its endoscopic camera solution and moved to the production
stage. As a result, the Company recognized expenses of $180,000 during the year ended December 31, 2022, based on the expected manufacturing
term of the product.

 Gross
Loss

 Gross
loss for the year ended December 31, 2022, was $966,000, an increase of $245,000, or 34%, compared to a gross loss of $721,000 for the
year ended December 31, 2021. The increase was primarily due to increase in cost of revenues partially offset by an increase in revenue
as described above.

and Development Expenses

and development efforts are focused on new product development and on developing additional functionality for our new and existing products.
These expenses primarily consist of employee-related expenses, including salaries, benefits, and stock-based compensation expense for
personnel engaged in research and development functions, consulting, and professional fees related to research and development activities,
prototype materials, facility costs, and other allocated expenses, which include expenses for rent and maintenance of our facility, utilities,
depreciation, and other supplies. We expense research and development costs as incurred.

and development expenses for the year ended December 31, 2022, were $4,197,000, an increase of $2,195,000, or 110%, compared to $2,002,000
for the year ended December 31, 2021. The increase was primarily due to an increase in payroll expenses (including stock-based compensation)
due to additional employee recruitment, materials and subcontractors, rent and maintenance expenses due to increased focus on R&D
activities in the domain of I4.0.

 We
expect that our research and development expenses will increase as we continue to develop our products and service and recruit additional
research and development employees to the I4.0 domain.

 Sales
and Marketing Expenses

 Sales
and marketing expenses primarily consist of personnel costs, consulting services, promotional materials, demonstration equipment, and
certain allocated facilities infrastructure costs.

 Sales
and marketing expenses for the year ended December 31, 2022, were $699,000, a decrease of $209,000, or 23%, compared to $908,000 for
the year ended December 31, 2021. The decrease was primarily due to reductions in sales and marketing costs in the medical field.

 We
expect that our selling and marketing expenses will increase as we increase our selling and marketing efforts in the I4.0 domain.

and Administrative Expenses

and administrative expenses primarily consist of salaries and other related costs, including stock-based compensation, for personnel
in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related
costs as well as professional fees for legal, patent, consulting, investor, public relations, accounting, auditing, tax services, and
insurance costs.

and administrative expenses for the year ended December 31, 2022, were $3,577,000, a decrease of $1,904,000, or 35%, compared to $5,481,000
for the year ended December 31, 2021.

 The
decrease was primarily due to:

 -
A decrease in stock-based compensation of $580,000.

 -
A decrease in IP expenses of $506,000.

 -
A decrease in professional services of $334,000, mainly due to expenses of $206,000 in expenses incurred in 2021 related to our efforts
to uplist to Nasdaq.

 -
Cancellation of a provision of $129,000 related to additional taxes due following our entrance into an agreement with the Israeli Tax
Authority. In September 2021, the Company accrued an amount of approximately NIS 740,000 ($229,000) for additional taxes due following
a VAT audit by the Israeli Tax Authority for the years 2019-2021. In July 2022, the Company reached an agreement with the Israeli Tax
Authority, according to which the amount due of additional taxes was reduced to approximately NIS 340,000 ($100,000).

loss

 We
incurred an operating loss of $9,439,000 for the year ended December 31, 2022, an increase of $327,000, or 4%, compared to operating
loss of $9,112,000 for the year ended December 31, 2021. The increase in operating loss was primarily due to increases in gross loss
and expenses related to research and development, partially offset by decrease in general and administrative expenses and sales and marketing
expenses.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had cash and cash equivalents of $8.9 million and short-term deposits of $8.1 million compared to cash and cash
equivalents of $10.1 million and short-term deposits of $3 million as of December 31, 2022. In addition, as of December 31, 2023, we
incurred an accumulated deficit of $34.2 million compared to $24.8 million as of December 31, 2022.

 Our
primary sources of liquidity to date have been from fund raising and warrant exercises.

 On March 27, 2023, we issued
3,294,117 units (the "Units") in consideration for approximately $14 million (the "Private Placement") to Phoenix
Insurance Company Ltd. (for Moshe Arkin through his individual retirement account), The Phoenix Insurance Company Ltd. ("Phoenix
Insurance") and Shotfut Menayot Israel – Phoenix Amitim ("Phoenix Amitim"). Each Unit consisted of (i) one share
of the Company's Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$5.50 per share
(the "Warrant"). The Warrants are immediately exercisable and will expire three (3) years from the date of issuance and are
subject to customary adjustments. In connection with the Private Placement, we undertook to file a Registration Statement on Form S-1
with the Securities and Exchange Commission covering the resale of all shares of Common Stock issued pursuant to the Private Placement,
including those shares of Common Stock to be held by the Selling Stockholders assuming the exercise of the Warrants issued pursuant to
the Private Placement, and any other shares of Common Stock and shares of Common Stock underlying warrants to the extent previously issued
to Mr. Arkin, Phoenix Insurance or Phoenix Amitim. We further undertook that the Registration Statement on Form S-1 would not include
any shares of Common Stock or other securities for the account of any other holder without the prior written consent of Mr. Arkin, Phoenix
Insurance and Phoenix Amitim. Mr. Arkin currently serves as a director on our board of directors.

 Additional
Cash Requirements

 We
plan to continue to invest for long-term growth, and therefore we expect that our expenses will increase. We currently believe that
our existing cash and cash equivalents and short-term deposits will allow us to fund our operating plan through at least the next 12
months. We expect our expenses will increase in connection with our ongoing activities, particularly as we continue the research and
development and the scale up process of our I4.0 solutions. We expect to incur significant commercialization expenses related to product
sales, marketing, manufacturing, and distribution. Furthermore, we will continue to incur additional costs associated with operating
as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations.
We may raise these funds through equity financing, debt financing, or other sources, which may result in further dilution in the equity
ownership of our Common Stock. There is no assurance that we will be able to maintain operations at a level sufficient for investors
to obtain a return on their investment in our Common Stock, or that we will be able to raise sufficient capital required to implement
our business plan on acceptable terms, if at all. Even if we are successful in raising sufficient capital to implement our business plan,
we will, most likely, continue to be unprofitable for the foreseeable future. If we are unable to raise capital when needed or on attractive
terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts.

 Cash
Flows

 Our
primary uses of cash from operating activities have been for headcount-related expenditures, research and development costs, manufacturing
costs, marketing and promotional expenses, professional services cost, and costs related to our facilities. Our cash flows from operating
activities will continue to be affected due to the expected increase in spending on our business and to meet our working capital
requirements.

 Comparison
of the Year Ended December 31, 2023 and the Year Ended December 31, 202 2

 The
following table sets forth the significant sources and uses of cash for the years ended December 31, 2023 and December 31, 2022 (in dollars):

 2023

 2022

 Cash used in Operating Activities

 (10,009,000
)

 (6,095,000
)

 Cash provided by (used in) Investing Activities

 (5,113,000
)

 7,882,000

 Cash provided by Financing Activities

 13,809,000

 -

the year ended December 31, 2023, cash used in operating activities was $10 million, consisting of net loss of $9.4 million, partially
offset by a non-cash benefit of $1.8 million and an unfavorable net change in operating assets and liabilities of $2.4 million. Our
non-cash benefit consisted primarily of non-cash charges of $1.7 million for stock-based compensation. The unfavorable net change in
our operating assets and liabilities was primarily due to an increase in accounts receivable of $1.3 million and decrease in contract
liabilities of $1.3 million.

the year ended December 31, 2022, cash used in operating activities was $6.1 million, consisting of net loss of $9.5 million, partially
offset by a non-cash benefit of $2.1 million and a favorable net change in operating assets and liabilities of $1.3 million. Our non-cash
benefit consisted primarily of non-cash charges of $1.6 million for stock-based compensation. The net change in our operating assets and liabilities primarily reflects cash inflows from changes in contract liability of $1.2 million.

 Investing

the year ended December 31, 2023, cash used in investing activities was $5.1 million, consisting mainly of investment of short-term
deposits, net.

the year ended December 31, 2022, cash provided by investing activities was $7.9 million, consisting mainly of withdrawal of short-term
deposits, net.

 Financing

the year ended December 31, 2023, cash provided by financing activities was $13.8 million, consisting of cash proceeds from
issuance of shares and warrants in a private placement.

 Comparison
of the Year Ended December 31, 2022 and the Year Ended December 31, 202 1

 The
following table sets forth the significant sources and uses of cash for the years ended December 31, 2022 and December 31, 2021 (in dollars):

 2022

 2021

 Cash
 used in Operating Activities

 (6,095,000

)

 (5,886,000

)

 Cash
 provided by (used in) Investing Activities

 7,882,000

 (11,595,000

)

 Cash
 provided by Financing Activities

 -

 22,559,000

the year ended December 31, 2022, cash used in operating activities was $6.1 million, consisting of net loss of $9.5 million, partially
offset by a non-cash benefit of $2.1 million and a favorable net change in operating assets and liabilities of $1.3 million. Our non-cash
benefit consisted primarily of non-cash charges of $1.6 million for stock-based compensation. The net change in our operating assets
and liabilities primarily reflects cash inflows from changes in contract liability of $1.2 million.

the year ended December 31, 2021, cash used in operating activities was $5.9 million, consisting of net loss of $9 million, partially
offset by a non-cash benefit of $2 million and a favorable net change in operating assets and liabilities of $1.1 million. Our non-cash
benefit consisted primarily of non-cash charges of $2 million for stock-based compensation. The net change in our operating assets and
liabilities primarily reflects cash inflows from changes in contract liability of $1.6 million partially offset by cash outflows from
changes in contract fulfillment assets of $0.5 million.

 Investing

the year ended December 31, 2022, cash provided by investing activities was $7.9 million, consisting mainly of withdrawal of short-term
deposits, net.

the year ended December 31, 2021, cash used in investing activities was $11.6 million, consisting of investment in short-term deposits
of $11 million and purchases of property and equipment of $0.6 million.

 Financing

the year ended December 31, 2021, cash provided by financing activities was $22.6 million, consisting primarily of $19.1 million from
cash proceeds from issuance of shares and warrants in a private placement and $3.5 million proceeds from the exercise of outstanding
warrants.

 item
7a. quantitative and qualitative disclosures about market risk

 As
a smaller reporting company, we are not required to provide the information required by this Item.

 item
8. financial statements and supplementary data

 The
information called for by Item 8 is included following the "Index to Financial Statements" on page F-1 of this Annual Report.

 item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Not
applicable.

 item
9a. controls and Procedures

 Disclosure
Controls and Procedures

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over
financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

 Our
internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of our assets; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the
United States of America, and that receipts and expenditures are being made only in accordance with authorization of our management and
directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management
assessed the effectiveness of our internal control over financial reporting on December 31, 2023. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework, in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that assessment
under those criteria, management has determined that, as of December 31, 2023, our internal control over financial reporting was effective.

 Attestation
Independent Report of the Registered Public Accounting Firm

 This
annual report on Form 10-K does not include an attestation report of the Company's independent registered public accounting firm
regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this
annual report on Form 10-K.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in internal control over financial reporting during the year ended December 31, 2023 that have materially affected or
are reasonably likely to materially affect the Company's internal control over financial reporting.

 Item
9b. Other information

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable

 part
iii

 Item
10. Directors, Executive Officers and corporate governance

 Directors,
Executive Officers, Promoters and Control Persons

 The
following table sets forth the names and ages of our directors and executive officers:

 Name

 Age

 Position

 Prof.
 Benad Goldwasser

 Chairman
 of the Board

 Jackson
 Schneider

 Ronit
 Rubin

 Moshe
 (Mori) Arkin

 Inbal
 Kreiss

 Zeev
 Vurembrand

 Nir
 Nimrodi

 Yehu
 Ofer*

 Chief
 Executive Officer

 Tanya
 Yosef *

 Chief
 Financial Officer

 Eli
 Israeli*

 Chief
 Technology Officer

 Jacob
 Avinu*

 Senior
 VP of Product Portfolio

 *

 Executive
 Officer

 Independent

 On June 1, 2023, Ronen Rosenbloom
notified the Company that he would resign as a member of our board of directors effective immediately. Mr. Rosenbloom advised the Company
that his resignation was not the result of any conflict with the Company or objection to any action taken by it.

 On August 13, 2023, our board
of directors appointed Mr. Nir Nimrodi to serve as a member of the board of directors.

 On December 6, 2023, certain
of the Company's stockholders representing more than 50% of the Company's outstanding share capital as of November 30, 2023
voted by written consent to reelect Ms. Inbal Kreiss and elect Mr. Jackson Schneider and Ms. Ronit Rubin as Class II directors of the
Company, with a term of office for each to expire at the third succeeding annual meeting of the stockholders after their election and
until their successors are duly elected and qualified.

 On
February 21, 2024, the Company appointed Ms. Yosef as VP of Finance, a position she is expected to begin on May 5, 2024. Ms. Yosef will
continue to serve as Chief Financial Officer until such time as the new position is effective. An announcement by the Company regarding
the appointment of a new chief financial officer will be forthcoming.

 Directors

 Prof.
Benad Goldwasser has served as chairman of our board of directors since December 26, 2019, and has served as chairman of Odysight.ai's
board of directors since its inception. Prof. Goldwasser is a serial entrepreneur and retired urology medical doctor. In 2016, Prof.
Goldwasser launched a venture capital fund partnered with SAIL, a Shanghai Government investment company. Prof. Goldwasser has served
as a member of the board of directors of Innoventric Ltd. since 2017 and Inspira Technologies Ltd. since January 2021. From 2013-2016
Prof. Goldwasser served as an external director of BioCanCell Ltd. (TASE: BICL). Prof. Goldwasser was the co-founder of Vidamed Inc.,
Medinol Ltd., Rita Medical Inc., Optonol Ltd. and GI View Ltd. Prof. Goldwasser served as managing director of Biomedical Investments
Ltd., an Israeli Venture Capital firm. During his medical career, he served as Chairman of Urology at the Chaim Sheba Medical Center
and Professor of Surgery at Tel-Aviv University. Prof. Goldwasser holds MD and MBA degrees from Tel-Aviv University.

 Jackson
Schneider has served on our board of directors since December 6, 2023. Mr. Schneider is currently a Senior Research Scholar at Columbia
University in New York, a position he has held since July 2023. From January 2014 to November 2022, Mr. Schneider served as President
and CEO of Embraer Defense & Security, a leading Latin American aerospace and defense company and, from August 2020 to August 2022,
he served as a visiting senior research fellow (non-resident) in the Department of War Studies at King's College in London. Before
this, Mr. Schneider served in other capacities for Embraer and in a series of senior management positions for Mercedes-Benz Do Brasil
LTDA, Daimler-Chrysler (Mercedes-Benz), and Unilever do Brasil. Mr. Schneider also served on the board of directors of Tempest S.A.,
Visiona Tecnologia Aerospacial S.A., and OGMA, the Portugal Aerospace Industry, each affiliated with Embraer, until April 2023. He currently
serves on the advisory board or Board of Directors of Sonda Tecnologias (Brazil), Abra Aviation Group (London), and Mercedes-Benz Do
Brasil. In addition, Mr. Schneider has served in leadership roles in various industry associations and is currently the President of
the Superior Council for Trade and Commerce in the Federation of Industries of the State of Sao Paulo (FIESP). He holds a law degree
from 1982 to 1986 from UFRGS/UNB and an MBA from the Business School Sao Paulo (BSP) in Brazil in partnership with the Rotman School
in Toronto, Canada.

 Ronit
Rubin has served on our board of directors since December 6, 2023. Ms. Rubin is currently EMEA President for AllCloud, a professional
services company providing organizations with the tools for cloud enablement and transformation, a position she has held since 2016.
Prior to this, Ms. Rubin served as VP, Business Division and VP, Information Technology at Partner Communications Ltd. and as VP, Information
Technology at Cal-Israel Credit Cards Ltd. From 1984-2006, Ms. Rubin served in various roles for the navy of the Israeli Defense Forces,
including as Commander, Computers Unit and Head of Information Systems Department. She currently serves as a board member of CardCom
Technology. Ms. Rubin holds a BA in Economics & Logistics from Bar-Ilan University in Ramat Gan, Israel, and an MA in Business Management
from Ben-Gurion University of the Negev in Be'er Sheva, Israel.

 Moshe
(Mori) Arkin has served on our board of directors since February 15, 2021. Mr. Arkin is a leading life science and pharmaceutical
entrepreneur and serves as the chairman of Arkin Holdings, which he founded in 2009. Mr. Arkin has served as chairman of the board of
directors of Sol Gel Technologies Ltd. (NASDAQ: SLGL) since 2014 and sits on the board of directors of several private pharmaceutical
and medical device companies, including Digma Medical, a company developing systems to treat insulin resistance present in type 2 diabetes
and other metabolic syndrome diseases, and Valcare Medical, a company developing heart valve devices. From 2005 to 2008, Mr. Arkin served
as the head of generics at Perrigo Company, and from 2005 until 2011, as a member of its board of directors. Prior to joining Sol Gel
Technologies Ltd., Mr. Arkin served as a director of cCAM Biotherapeutics Ltd., a company focused on the discovery and development of
novel immunotherapies to treat cancer from 2012 until its acquisition in 2015 by Merck & Co., Inc. Mr. Arkin served as chairman of
Agis Industries Ltd. from 1972 until its acquisition by Perrigo Company in 2005. Mr. Arkin holds a B.A. degree in psychology from the
Tel Aviv University, Israel.

 Inbal
Kreiss has served on our board of directors since April 9, 2021. Ms. Kreiss is currently the Chief of Innovation at the Systems,
Missiles and Space Division of the Israeli Aerospace Industries Ltd. (IAI) and Chairwoman of RAKIA, Scientific and Technological Mission
to the International Space Station. Since 2013, Ms. Kreiss has served as Deputy Director of the Space Division at IAI, leading the development,
construction, launch and operation of observation and communication satellites for both Israeli and foreign users. Prior to that, Ms.
Kreiss held various leadership positions within IAI, including chief engineer of Israel's Arrow 2 anti-ballistic missile defense
system from 2000 to 2006, and project manager of the Arrow 3 exo-atmospheric interceptor from 2007 to 2013. Ms. Kreiss holds a B.Sc degree
in chemical engineering from the Technion, Israeli Institute of Technology, an Executive Masters in Business Administration degree from
Tel Aviv University, and completed a visiting research fellowship at the Aeronautics & Astronautics Department of the Massachusetts
Institute of Technology (MIT).

 Zeev
Vurembrand has served on our board of directors since May 13, 2021. Mr. Vurembrand is currently the Chief Executive Officer and Owner
of Vurembrand Management & Innovation Ltd. and a member of the board of Bezeq the Israeli Telecommunication Corp. Ltd. (TASE: BEZQ)
since 2017. Mr. Vurembrand also served as chairman of the board of Lageen Ltd. from 2019 until December 2023. From 2013 until 2019, Mr.
Vurembrand was the Chief Executive Officer of Kupat Holim Meuhedet, Israel's third largest health care organization. From 2008
until 2013, he was the Chief Executive Officer of Alon Holding Blue Square – Israel Ltd., and prior to that, from 2007 until 2008,
he was the Chief Executive Officer of Phoenix Investments and Finance Ltd. Earlier in his career, from 2002 until 2007, Mr. Vurembrand
was the Chief Executive Officer of Clalit Health Services Group, Israel's largest health care organization. Mr. Vurembrand has
served on numerous boards of directors, including Africa Israel Residences LTD. (TASE: AFRE) from 2014 until 2016, Discount Bank (TASE:DSCT)
2006 until 2007, U-Bank from 2005 until 2006, Blue Square Israel (TASE: BSI) from 2001 until 2006, and Dikla Medical Insurance Ltd. from
1995 until 2002. Mr. Vurembrand has also served on the board of trustees of Bar Ilan University since 2019. Mr. Vurembrand holds a B.Sc
degree in industrial engineering and management from the Technion, Israeli Institute of Technology.

 Nir
Nimrodi has served on our board of directors since August 13, 2023. Mr. Nimrodi has served as chairman and chief executive
officer of Accellix Inc., a life sciences company, since May 2019 and has over 25 years' experience working in start-ups and
large global businesses in the life sciences, pharmaceutical, and biotechnology industries. From 2014 to April 2019, Mr. Nimrodi was
the chief business officer of Intrexon (currently Precigen, Inc.). Prior to this, he held several executive roles at Life
Technologies Inc. (now part of Thermo Fisher), and was chief executive officer at Proneuron Biotechnologies Inc. and Mindsense
Biosystems Ltd. In addition, Mr. Nimrodi currently serves as a member of the board of Evogene Ltd. (NASDAQ: EVGN) and at the private
companies Genesee Scientific and Scopio Labs. Mr. Nimrodi holds a B.A. in Economics and an MBA from Tel-Aviv
University.

 Executive
Officers

 Yehu
Ofer has served as Chief Executive Officer of the Company since October 18, 2022. Mr. Ofer served as a colonel (now retired) in the
Israeli Air Force ("IAF"), commanding two operational squadrons before commanding "Wing 15", the optic and electronic
intelligence wing of the IAF. In his last position, Mr. Ofer served as Israel Defense Attach to Italy, Greece, Serbia, and Croatia,
where he oversaw the largest ever government-to-government transaction between Israel and Italy. Upon his retirement from the Israel
Defense Forces in 2013, Mr. Ofer joined Elbit Systems Ltd. in its electro-optics unit as a technology development and program manager
in airborne optic and laser solutions. Mr. Ofer also managed Elbit System's aerospace division as VP of large-scale development
programs and VP of the Brazil business unit. In his last position at Elbit Systems, Mr. Ofer served as VP of Global Business Development,
Marketing and Sales, a position he held since 2020. Mr. Ofer holds an MBA degree from the University of Haifa, a Bachelor of Economics
and Logistics degree (cum laude) from Bar Ilan University in Tel Aviv, and a degree from the National Security College in Tel Aviv.

 Tanya
Yosef has served as our Chief Financial Officer since December 27, 2019. Ms. Yosef is a certified public accountant with many years
of experience and held various positions with Medigus Ltd. (Nasdaq: MDGS) since December of 2009, including most recently as chief financial
officer and prior thereto as financial controller. During 2008-2009 Ms. Yosef worked in the audit department at Kesselman & Kesselman,
a member firm of PricewaterhouseCoopers International Limited. Ms. Yosef holds a BA degree in Economics and Accounting from the Ben-Gurion
University, Israel.

 Eli
Israeli has been our Chief Technology Officer since October 11, 2023. Before joining us, Mr. Israeli served from January 2022
to September 2023 as CTO at Gadfin, where he spearheaded the development and execution of Gadfin's technology strategy. From December
2019 to February 2022, Mr. Israeli served as the Senior Vice President of System Engineering, Program Management, and Customer Success
at Israel Aerospace Industries (IAI) headquarters. His career includes a variety of other roles, including Chairman of the consortium
of AI Academy - Artificial Intelligence Training; Director of Program Management, Ground-Based & Missiles Defense Systems at IAI;
Director of System Engineer and Product Management, Civil Aircraft Protection Systems at the Israel Ministry of Defense – DDR
Senior Systems Engineer, Unmanned Aerial Vehicle at the Israeli Air Force; and Director of R&D and Program Management, MALE Unmanned
Aerial System at the Israeli Ministry of Defense - DDR&D. Mr. Israeli holds an MSc in System Engineering and Program Management from
the Technion – Israel Institute of Technology in Haifa, Israel, and a BSc in electrical engineering and Bachelor of Education (BEd)
from Tel Aviv University.

 Jacob
Avinu has served as our Senior VP of Product Portfolio since November 15, 2022. Mr. Avinu has more than 15 years of experience in
development, operations, and leadership in a variety of industries, including aviation and aerospace. He joined Odysight.ai from Elbit
Systems, where since 2018 he led the advanced capabilities R&D group in helmet-mounted displays and sensors, a key segment within
the company's aerospace division. Before joining Elbit Systems, Mr. Avinu served for six years in the IAF as a computer vision
system engineer and commander of the electronic systems development group. Mr. Avinu holds a Master of Science degree from Ben-Gurion
University of the Negev in Beer-Sheva, Israel with a focus on electro-optical engineering, and a Bachelor of Science degree in electrical
engineering from Ort Braude College of Engineering in Karmiel Israel. Mr. Avinu also studied practical engineering and electronics at
the Israeli Air Force Academy.

 Staggered
Board

 Our
board of directors is divided into three classes. Zeev Vurembrand and Nir Nimrodi are our Class I directors, with their terms of office
to expire at our 2025 annual meeting of stockholders. Jackson Schneider, Ronit Rubin and Inbal Kreiss are our Class II directors, with
their terms of office to expire at our 2026 annual meeting of stockholders. Professor Benad Goldwasser and Moshe (Mori) Arkin are our
Class III directors, with their terms of office to expire at our 2024 annual meeting of stockholders. At each annual meeting of stockholders,
directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly
elected and qualified.

 Our
board of directors may consider a broad range of factors relating to the qualifications and background of nominees to serve as director,
which may include various diversity factors. We have no formal policy regarding board diversity.

 Our
officers hold office until the earlier of their death, resignation or removal by our board of directors or until their successors have
been selected. They serve at the pleasure of our board of directors.

 Family
Relationships

 There
are no family relationships between or among any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

 a)

 any
 bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer
 either at the time of the bankruptcy or within two years prior to that time;

 b)

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 c)

 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking
 activities or to be associated with any person practicing in banking or securities activities;

 d)

 being
 found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated
 a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 e)

 being
 subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,
 suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law
 or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or
 fraud in connection with any business entity; or

 f)

 being
 subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,
 any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
 or persons associated with a member.

 Compliance
with Section 16(a) of the Exchange Act

 Our
common stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our directors, officers and principal stockholders
are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

 Code
of Ethics

 We
have adopted a code of business conduct and ethics that applies to all of our directors, officers, and employees (including our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions).
We have made the code of business conduct and ethics available on our website at www.odysight.ai. We will disclose promptly by posting
such disclosure on our website any amendment to or waiver from the code of business conduct and ethics for our principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions, as required by law
or SEC regulations. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual
Report.

 Board
Committees

 We
are not currently subject to listing requirements of any national securities exchange, which generally require the creation of an audit
committee, compensation committee or process, and nominations committee or process, and that each of these committees or processes be
comprised of independent directors and tasked with performing certain responsibilities for the board of directors. Notwithstanding the
foregoing, we have voluntarily created an audit committee and compensation committee with responsibilities consistent with those required
under SEC and Nasdaq rules.

 Audit
Committee. The members of the audit committee are Ms. Kreiss, Ms. Rubin, and Mr. Vurembrand, with Mr. Vurembrand as its designated
chairperson. The audit committee is governed by a written charter approved by the board of directors and available on our website at
www.odysight.ai. The board of directors has determined that all current audit committee members are financially literate under the Nasdaq
listing requirements and that Mr. Vurembrand qualifies as an "audit committee financial expert" as defined by the SEC rules
adopted pursuant to the Exchange Act. The Nasdaq listing requirements require that audit committees have at least three directors and
that all directors be independent, as defined in the Nasdaq listing requirements and Rule 10A-3 under the Exchange Act. The Board has
determined that Ms. Kreiss, Ms. Rubin, and Mr. Vurembrand meet the independence criteria established in the Nasdaq listing requirements
and the Exchange Act.

 The
audit committee assists the board of directors in its oversight of financial reporting practices and the quality and integrity of the
financial reports of Odysight.ai including compliance with legal and regulatory requirements, the independent auditors' qualifications
and independence, and the performance of Odysight.ai's internal control function. The audit committee is responsible for the appointment
of the Company's independent auditors. The audit committee oversees our internal controls and risk assessment and management policies
and meets with our independent auditor and management regarding our internal controls and other matters. The audit committee is responsible
for periodically reviewing the Company's code of business conduct and ethics and has established procedures for the receipt, retention,
and treatment of complaints received by Odysight.ai regarding accounting controls or auditing matters and the confidential, anonymous
submission by Company employees of concerns regarding questionable accounting or auditing matters. The audit committee is also responsible
for approving or ratifying related person transactions pursuant to the Company's related person transaction approval policy contained
in the audit committee charter.

Committee. The members of the compensation committee are Ms. Kreiss, Mr. Nimrodi, and Mr. Vurembrand, with Ms. Kreiss as its designated
chairperson, all of whom meet the independence criteria established by the Nasdaq listing requirements. The compensation committee is
governed by a written charter approved by the board of directors and available on our website at www.odysight.ai. The compensation committee
is charged with the responsibility for setting executive compensation, reviewing certain compensation programs, administering our equity
incentive plans, reviewing and discussing with management the compensation discussion and analysis required in proxy statements (if and
when applicable), preparing a report on executive compensation required by SEC rules to be included in proxy statements (if and when
applicable), and making other recommendations to the board of directors.

 item
11. Executive Compensation

 The
following sets forth information about the compensation paid to or accrued by the company's named executive officers, as that term
is defined in Item 402(m)(2) of Regulation S-K, as of December 31, 2023.

 Name and Principal Position

 Year

 Base Salary (7)

 Bonus

 Stock Awards (8)

 Option Awards
 (8) (9)

 All Other Compensation

 Total

 $ in thousands

 Yehu Ofer,

 2023

 $

 $
 -

 $
 -

 $

 $

 $

 Chief Executive Officer (1)

 2022

 $

 $

 $
 -

 $

 $

 $

 Jacob Avinu,

 2023

 $

 $

 $
 -

 $

 $

 $

 Senior VP Product (2)

 2022

 $

 $

 $
 -

 $

 $

 $

 Tanya Yosef,

 2023

 $

 $
 -

 $
 -

 $

 $
 -

 $

 Chief Financial Officer (3)

 2022

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Arik Priel,

 2023

 $

 $
 -

 $
 -

 $

 $

 $

 Chief Software Architect (4)

 2022

 $

 $
 -

 $
 -

 $
 -

 $

 $

 Ido Molad,

 2023

 $

 $

 $

 $

 $
 -

 $

 VP Research and Development (5)

 (1)

 of Mr. Ofer's compensation earned in his capacity as the Chief Executive Officer of our wholly-owned subsidiary, Odysight.ai
 Ltd. Mr. Ofer did not earn any compensation in his capacity as the Chief Executive Officer of Odysight.ai Inc. Mr. Ofer's employment
 commenced on October 18, 2022.

 In
 connection with the appointment of Mr. Ofer as the Company's Chief Executive Officer, the Company entered into an employment
 agreement with Mr. Ofer. The agreement provides for a monthly base salary of NIS 70,000, subject to adjustments for inflation as
 announced from time to time in accordance with Israeli law. The agreement also provides that Mr. Ofer is entitled to receive an equity
 grant of options to purchase a total of 300,000 shares of the Company's Common Stock, par value $0.001 per share, at an exercise
 price of $4.50 per share, which shall vest and become exercisable as follows: 33.33% of the shares covered by Mr. Ofer's options
 on the first anniversary of his service as CEO, and 8.33% of the shares covered by Mr. Ofer's options at the end of each subsequent
 three-month period thereafter over the course of the subsequent two years. Furthermore, Mr. Ofer's options will immediately
 vest upon the occurrence of the following (i) the sale of all or substantially all of the assets of the Company, (ii) the sale of
 more than 50% of the Common Stock of the Company in a non-public sale, (iii) the dissolution or liquidation of the Company or (iv)
 any merger, share exchange, consolidation or other reorganization or business combination if immediately after such transaction either
 (A) the persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of
 the directors of the surviving entity or (B) the persons who hold a majority of the voting capital stock of the surviving entity
 are not the persons who held a majority of the voting capital stock of the Company immediately prior to such transaction. Additionally,
 the Company agreed to pay Mr. Ofer both (i) a signing bonus in the aggregate amount of NIS 70,000 and (ii) an annual bonus pursuant
 to certain pre-determined measurable objectives agreed to with Mr. Ofer and approved by the board of directors by January 31 with
 respect to each calendar year, with the Company agreeing to recommend to the board of directors a grant of restricted stock in lieu
 of Mr. Ofer's bonus through such time the Company is profitable and subject to meeting applicable objectives. In accordance
 with the terms of Mr. Ofer's employment agreement, he will also receive additional benefits customary for an executive officer
 of his experience and for companies of similar stature and standing to that of the Company.

 (2)

 of Mr. Avinu's compensation earned in his capacity as the Senior VP Product of our wholly-owned subsidiary, Odysight.ai Ltd.
 Mr. Avinu's employment commenced on November 15, 2022.

 In
 connection with the appointment of Mr. Avinu as the Company's Senior VP Product, the Company entered into an employment agreement
 with Mr. Avinu. The agreement provides for a monthly salary of NIS 60,000. The agreement also provides that Mr. Avinu is entitled
 to receive an equity grant of options to purchase a total of 100,000 shares of the Company's Common Stock, par value $0.001
 per share, at an exercise price of $4.50 per share, which shall vest and become exercisable as follows: 33.33% of the shares covered
 by Mr. Avinu's options on the first anniversary of his service as SVP Product, and 8.33% of the shares covered by Mr. Avinu's
 options at the end of each subsequent three-month period thereafter over the course of the subsequent two years. Additionally, the
 agreement provides to Mr. Avinu: (i) a signing bonus in the aggregate amount of NIS 50,000 (ii) a performance bonus in the aggregate
 amount of NIS 120,000 pursuant to certain objectives and (iii) the Company will consider, at to its sole discretion, after the first
 and second years following his employment, granting Mr. Avinu additional options / RSUs pursuant to certain objectives, subject to
 the approval of such grant by the CEO and board of directors of the Company. In accordance with the terms of Mr. Avinu's employment
 agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar
 stature and standing to that of the Company.

 (3)

 of Ms. Yosef's compensation earned in her capacity as the Chief Financial Officer of our wholly-owned subsidiary, Odysight.ai
 Ltd. Ms. Yosef did not earn any compensation in her capacity as the Chief Financial Officer of Odysight.ai Inc. Ms. Yosef's
 employment commenced on January 15, 2021.

 In
 connection with the appointment of Ms. Yosef as the Company's Chief Financial Officer, the Company entered into an employment
 agreement with Ms. Yosef that provides for a monthly base salary of NIS 29,500 and monthly travel pay of NIS 2,500. In accordance
 with the terms of Ms. Yosef's employment agreement, she will also receive additional benefits customary for an executive officer
 of her experience and for companies of similar stature and standing to that of the Company.

 (4)

 of Mr. Priel's compensation earned in his capacity as the Chief Software Architect of our wholly-owned subsidiary, Odysight.ai
 Ltd. Mr. Priel's employment commenced on November 1, 2021.

 In
 connection with the appointment of Mr. Priel as the Company's Chief Software Architect, the Company entered into an employment
 agreement with Mr. Priel that provides for a monthly base salary of NIS 60,000. In accordance with the terms of Mr. Priel's
 employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies
 of similar stature and standing to that of the Company.

 (5)

 of Mr. Molad's compensation earned in his capacity as the VP Research and Development of our wholly-owned subsidiary, Odysight.ai
 Ltd. Mr. Molad's employment commenced on June 4, 2023.

 In
 connection with the appointment of Mr. Molad as the Company's VP Research and Development, the Company entered into an employment
 agreement with Mr. Molad that provides for a monthly base salary of NIS 56,000 and monthly travel pay of NIS 6,500. The agreement
 also provides that Mr. Molad is entitled to receive an equity grant of options to purchase a total of 30,000 shares of the Company's
 Common Stock, par value $0.001 per share, and 25,000 RSUs, the terms and conditions of which shall be subject to the sole discretion
 of the board of directors. Additionally, the agreement provides to Mr. Molad: (i) a signing bonus in the aggregate amount of NIS
 75,000 and (ii) a performance bonus pursuant to certain objectives, which will be paid in cash and/or options/RSUs at the sole discretion
 of the Company. In accordance with the terms of Mr. Molad's employment agreement, he will also receive additional benefits
 customary for an employee of his experience and for companies of similar stature and standing to that of the Company.

 (6)

 Represents
 a signing bonus.

 (7)

 Base
 salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered
 in combination with the other components of our executive compensation program. The relative levels of base salary for our named
 executive officers are designed to reflect each named executive officer's scope of responsibility and accountability. Base
 salary amounts include management insurance (which includes pension, disability insurance and severance pay) and payments towards
 such employee's education fund, and Israeli social security. Each named executive officer also receives gross-up payments for
 the taxes on these benefits. The amounts included here are the U.S. dollar equivalent from NIS. The conversion rate used was the
 average of the 2022 and 2023 rates between the U.S. dollar and NIS, as published by the Bank of Israel.

 (8)

 The
 amount shown in the "Option Awards" and "Stock Awards" columns represents the aggregate grant date fair value
 of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the Named Executive Officer during 2023
 and 2022. The ASC 718 fair value amount as of the grant date for stock options generally is spread over the number of months of service
 required for the grant to vest.

 (9)

 The
 fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model.

 Employment
Agreements

 We,
and through our wholly-owned subsidiary, Odysight.ai Ltd., have entered into written employment agreements with each of our executive
officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information, and assignment
of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have
entered into agreements with each executive officer and director pursuant to which we have agreed to indemnify each of them to the fullest
extent permitted by law to the extent that these liabilities are not covered by directors and officers' insurance.

 Outstanding
Equity Awards

 The
following table provides information regarding equity awards for each of our named executive officers as of our fiscal year end of December
31, 2023.

 Options Award

 Restricted Stock Awards

 Name and Position

 No. of Securities Underlying Unexercised Options (#) Exercisable

 No. of Securities Underlying Unexercised Options (#) Unexercisable

 Option Exercise Price ($)

 Vesting Schedule

 Option Expiration Date

 Number of Units of Stock That Have Not Vested (#)

 Market Value of Units of Stock That Have Not Vested ($)(1)

 Yehu Ofer,

 -

 150,000

 3.00

 (2)

 July 9, 2030

 -

 -

 Chief Executive Officer

 99,990

 200,010

 4.50

 (2)

 November 14, 2029

 Jacob Avinu,

 -

 20,000

 3.00

 (2)

 July 9, 2030

 -

 -

 Senior VP Product Portfolio

 33,330

 66,670

 4.50

 (2)

 November 14, 2029

 Tanya Yosef

 -

 20,000

 3.00

 (2)

 July 9, 2030

 -

 -

 Chief Financial Officer

 14,814

 2,964

 4.50

 (2)

 May 13, 2028

 29,609

 -

 2.61

 (3)

 February 12, 2027

 Arik Priel

 -

 20,000

 3.00

 (2)

 July 9, 2030

 -

 -

 Chief Software Architect

 26,666

 13,334

 4.50

 (2)

 November 15, 2028

 Ido Molad

 -

 30,000

 3.00

 (2)

 September 19, 2030

 25,000

 76,250

 VP Research and Development

 (1)

 Based
 on the fair market value of our Common Stock on December 31, 2023 ($3.05 per share).

 (2)

 33.33%
 of the options granted will vest on the first anniversary date of the option grant, and 8.33% of the options will vest at the end
 of each subsequent three-month period thereafter over the course of the following two (2) years. Pursuant to an acceleration mechanism,
 any outstanding and unvested options shall immediately accelerate and vest upon the occurrence of certain events, including, inter
 alia, a merger or sale of all assets of the Company.

 (3)

 25%
 of the options granted will vest on the first anniversary date of the option grant, and 6.25% of the options will vest at the end
 of each subsequent three-month period thereafter over the course of the following three (3) years. Pursuant to an acceleration mechanism,
 any outstanding and unvested options shall immediately accelerate and vest upon the occurrence of certain events, including, inter
 alia, a merger or sale of all assets of the Company.

 Retirement
or Similar Benefit Plans

 We
do not have any arrangements or plans that provide for the payment of retirement or similar benefits to our directors or executive officers.

 Resignation,
Retirement, Other Termination, or Change in Control Arrangements

 We
have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive
officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers,
or a change in control of our Company or a change in our directors' or executive officers' responsibilities following a change
in control.

 The
following table sets out the compensation paid to directors for services rendered during the year ended December 31, 2023.

 Name

 Fees
 Earned or
 Paid in
 Cash

 Stock
 Awards (*)

 Option
 Awards (*)

 All Other

 Total

 $ in thousands

 Prof. Benad Goldwasser

 $

 $
 -

 $

 $
 -

 $

 Shmuel Donnerstein (1)

 $

 $
 -

 $

 $
 -

 $

 Ronen Rosenbloom (2)

 $

 $
 -

 $
 -

 $
 -

 $

 Lior Amit (1)

 $

 $
 -

 $

 $
 -

 $

 Moshe (Mori) Arkin

 $

 $
 -

 $

 $
 -

 $

 Inbal Kreiss

 $

 $
 -

 $

 $
 -

 $

 Zeev Vurembrand

 $

 $
 -

 $

 $
 -

 $

 Ronit Rubin (3)

 $

 $
 -

 $

 $
 -

 $

 Jackson Schneider (3)

 $

 $
 -

 $

 $
 -

 $

 Nir Nimrodi (4)

 $

 $
 -

 $

 $
 -

 $

 (1)

 Served
 as director of Odysight.ai Inc. until December 6, 2023.

 (2)

 Served
 as director of Odysight.ai Inc. until June 1, 2023.

 (3)

 Served
 as a director of Odysight.ai Inc. since December 6, 2023.

 (4)

 Served
 as a director of Odysight.ai Inc. since August 13, 2023.

 (*)

 The
 amount shown in the "Stock Awards" and "Option Awards" columns represents the aggregate grant date fair value
 of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the directors during fiscal 2023. The
 fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. Additional information
 regarding the assumptions used to estimate the fair value of all stock option awards is included in Note 9b-c Consolidated Financial
 Statements.

 On
March 15, 2020, our board of directors approved a quarterly fee of $4,000 payable to each of our currently serving directors, excluding
Prof. Goldwasser. On each of April, 9, 2021 and August 12, 2021, our board of directors approved the same terms for directors appointed
subsequent to March 15, 2020. On May 15, 2022, the board of directors approved a quarterly fee in the amount of $2,000 payable to a director
for each committee on which such director serves, if any, with such fee in addition to any other fees to which such director is entitled
as a member of the board of directors or any other committee.

 On
July 31, 2019, the Company entered into a consulting agreement with Prof. Goldwasser, whereby Prof. Goldwasser agreed to serve as chairman
of the Board of Directors of the Company. Effective retroactively to March 1, 2019, services as chairman under the agreement were provided
in consideration for a monthly fee of $10,000 and a grant of options to purchase Common Stock of the Company representing 5% of the fully
diluted share capital of the Company post issuance of the then-next financing round, subject to certain limitations. The Options, which
will have a six-year term, will vest in eight equal semi-annual installments over a period of four years with an exercise price per share
calculated based on a 25% discount on the sale price of the Common Stock in the then-next fund raising of the Company and accelerated
vesting upon closing of a material transaction resulting in change of control of the Company and/or in case Prof. Goldwasser is dismissed
not for cause, with other terms and limitations as provided in the consulting agreement.

 On
November 22, 2023, our board of directors approved a separate compensation arrangement with Mr. Jackson Schneider, subject to his election
as a director, which took place on December 6, 2023. In light of the special role and contributions that Mr. Schneider is expected to
make to the operation of the Company, the Board approved compensation that includes an annual fee of $80,000, which will be paid on a
monthly basis in equal installments, and a recommendation to the Board to grant Mr. Schneider options to purchase a total of 50,000 shares
of common stock at an exercise price per share equal to $3.00 per share, vesting over a period of three years and such other terms as
provided in a Director Service Agreement signed between Mr. Schneider and the Company.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder matters

 Security
Ownership of Certain Beneficial Owners and Management

 The
table below provides information regarding the beneficial ownership of our common stock as of March 26, 2024, of (i) each of our current
directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and
officers as a group, and (iv) each person or entity known to us who owns more than 5% of our common stock.

 The
percentage of common stock beneficially owned is based on 10,446,685 shares of common stock outstanding as of March 26, 2024. The number
and percentage of shares beneficially owned by a person or entity also include shares of common stock issuable upon exercise of warrants
that are currently exercisable or will become exercisable within 60 days of March 26, 2024. However, these shares are not deemed to
be outstanding for the purpose of computing the percentage of shares beneficially owned of any other person or entity.

 Unless
otherwise indicated below, the address for each beneficial owner listed in the table below is c/o Odysight.ai Inc., Suite 7A, Industrial
Park, P.O. Box 3030, Omer, Israel 8496500.

 Name and Address of Beneficial Owner

 Amount
and Nature
 of Beneficial
 Ownership (1)

 Percent of Class

 Prof. Benad Goldwasser (2)

 629,231

 5.78
 %

 Inbal Kreiss (3)

 16,025

 *

 Moshe (Mori) Arkin (4)

 7,252,579

 55.6
 %

 Zeev Vurembrand (5)

 29,689

 *

 Yehu Ofer (6)

 169,325

 1.60
 %

 Tanya Yosef (7)

 47,387

 *

 Eli Israeli

 -

 -

 Jacob Avinu (8)

 49,997

 *

 Nir Nimrodi

 -

 -

 Jackson Schneider

 -

 -

 Ronit Rubin

 -

 -

 Directors and officers as a group (11 individuals)

 8,194,233

 59.56
 %

 The More Group (9)

 930,820

 8.53
 %

 The Phoenix Holdings (10)

 3,673,711

 30.44
 %

 The Meitav Dash Group (11)

 916,108

 8.40
 %

 *
Less than 1%.

 (1)

 Beneficial
 ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
 securities. Each of the beneficial owners named in the table have, to our knowledge, direct ownership of and sole voting and investment
 power with respect to the shares of common stock beneficially owned by them.

 (2)

 Includes
 options to purchase 435,290 shares of common stock which are currently exercisable or will become exercisable within 60 days of March
 26, 2024.

 (3)

 Includes
 options to purchase 16,025 shares of common stock which are currently exercisable or will become exercisable within 60 days of March
 26, 2024.

 (4)

 Securities
 included herein are held directly by Mr. Moshe Arkin, Mr. Arkin through his individual retirement account at Phoenix Insurance Company
 Ltd., or by M. Arkin (1999) Ltd, a company wholly-owned by Mr. Arkin. These securities include warrants to purchase 2,575,164 shares
 of Common Stock and options to purchase 21,581 shares of Common Stock which are currently exercisable or will become exercisable
 within 60 days of March 26, 2024.

 (5)

 of options to purchase 14,689 shares of common stock which are currently exercisable or will become exercisable within 60 days of
 March 26, 2024.

 (6)

 of options to purchase 149,992 shares of common stock which are currently exercisable or will become exercisable within 60 days of
 March 26, 2024.

 (7)

 of options to purchase 47,387 shares of common stock which are currently exercisable or will become exercisable within 60 days of
 March 26, 2024.

 (8)

 Includes
 options to purchase 49,997 shares of common stock which are currently exercisable or will become exercisable within 60 days of March
 26, 2024.

 (9)

 Based
 on information provided to or available to the Company, includes of warrants to purchase 470,159 shares of common stock Consists
 of options to purchase 470,159 shares of common stock which are currently exercisable or will become exercisable within 60 days
 of March 26, 2024. The business address of the More Group is BSR Tower 1, 2 Ben Gurion Street, Ramat Gan, Israel.

 (10)

 Based
 on information provided to or available to the Company and on the Schedule 13G/A filed by The Phoenix Holdings with the SEC on February
 12, 2024, securities included herein are held directly by Phoenix Insurance and Phoenix Amitim, majority or wholly-owned subsidiaries
 of the Phoenix Holdings Ltd. In general, subsidiaries of the Phoenix Holdings Ltd. manage their own funds and/or the funds of others,
 including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders
 of mutual funds, and portfolio management clients. Each subsidiary operates under independent management and makes its own independent
 voting and investment decisions. These securities include 1,620,189 warrants to purchase shares of Common Stock, which are currently
 exercisable or will become exercisable within 60 days of March 26, 2024. Not included as beneficially owned
 by The Phoenix Holdings are shares of Common Stock held by Mr. Arkin through his individual retirement account at Phoenix Insurance
 Company Ltd.; rather, as indicated in footnote 4 above, these shares of Common Stock are beneficially owned by Mr. Arkin. The business
 address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim 53454, Israel.

 (11)

 Based
 on information provided to or available to the Company, includes warrants to purchase 458,054 shares of common stock which are
 currently exercisable or will become exercisable within 60 days of March 26, 2024.

 On June 1, 2023, a stock transfer
agreement was entered into by and among Medigus Ltd., L.I.A. Pure Capital Ltd., Mr. Eli Yoresh and Ms. Cheli Menashe, as sellers, and
M. Arkin (1999) Ltd., The Phoenix Insurance Company Ltd., Shotfut Menayot Israel – Phoenix Amitim, Lior Prosor, Prof. Benad Goldwasser
and Mr. Yehu Ofer, as purchasers. Pursuant to the agreement, the sellers sold an aggregate of 2,022,964 shares of our Common Stock to
the purchasers for $6.07 million (equal to $3.00 per share). Medigus sold 1,924,575 shares, representing its entire beneficial ownership
in the Company as follows: (i) M. Arkin (1999) Ltd. purchased 1,293,576 shares; (ii) The Phoenix Insurance Company Ltd. purchased 65,000
shares; (iii) Shotfut Menayot Israel – Phoenix Amitim purchased 368,333 shares; (iv) Mr. Lior Prosor purchased 33,333 shares; (v)
Prof. Goldwasser purchased 150,000 shares: and (vi) Mr. Ofer purchased 14,333 shares of our Common Stock. L.I.A. Pure Capital Ltd. sold
an aggregate of 78,900 shares of our Common Stock to M. Arkin (1999) Ltd. Mr. Eli Yoresh sold 11,156 shares of our Common Stock to M.
Arkin (1999) Ltd.). Ms. Cheli Menashe sold 8,333 shares of our Common Stock to M. Arkin (1999) Ltd. Concurrently, each of Mr. Arkin, Phoenix
Insurance and Phoenix Amitim provided written consent to the inclusion in a Registration Statement on Form S-1 currently pending with
the SEC but not yet declared effective as of the date of this Annual Report of the Common Stock acquired by each of the other purchasers
in the stock transfer agreement, including Prof. Goldwasser, Mr. Ofer and Mr. Prosor, and we have included in a Registration Statement
on Form S-1 currently pending with the SEC but not yet declared effective as of the date of this Annual Report the Common Stock acquired
by each such purchaser (except as to certain shares of Common Stock acquired by Mr. Arkin). Prof. Goldwasser is chairman of our board
of directors. Mr. Ofer is our chief executive officer. Following the transaction, Mr. Arkin, who currently serves as a director on our
board of directors, beneficially owns more than 50% of our outstanding shares of Common Stock.

 Item
13. Certain relationships and related transactions, and director independence

 Related
Party Transactions

 The
following section describes various related party transactions. Pursuant to a stock transfer agreement dated June 1, 2023, Medigus
sold all of its shares of our Common Stock, following which sale Medigus beneficially owned none of our Common Stock and ceased to be
a "related person".

 On
April 20, 2020, Medigus and Odysight.ai Ltd. entered into an Intercompany Services Agreement, which amended and restated the intercompany
services agreement executed between the parties on May 30, 2019. The agreement has an initial term of one year, and renews automatically
for additional one-year periods, unless either party provides 60 (sixty) days written notice of non-renewal. Either Medigus or Odysight.ai
Ltd. may terminate the agreement for convenience upon providing 60 days prior written notice. The services to be provided by Odysight.ai
Ltd. include the provision of office space, utilities, car services, insurance, and chief financial officer services. In consideration
for the foregoing services, Odysight.ai Ltd. is entitled to arm's length service fees based on the most recent transfer pricing
analysis as performed by an external expert, which may be adjusted from time to time. On March 22, 2022, Odysight.ai Ltd. provided prior
written notice to Medigus of termination of the Intercompany Services Agreement effective May 21, 2022.

 Since
January 1, 2021 and as of the date hereof, our board of directors authorized the allotment of options to purchase 278,334 shares of Common
Stock to Prof. Benad Goldwasser and an aggregate of 1,406,842 options and RSUs to purchase shares of Common Stock to certain officers
and directors of our Company.

 On
March 29, 2021, we issued to certain investors, including Arkin Ltd., 2,469,156 units in exchange for an aggregate purchase price of
$20 million. Each such unit consists of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with
an exercise price of $10.35 per share. Each such warrant is exercisable until the close of business on March 31, 2026. Pursuant to the
terms of the foregoing warrants, following April 1, 2024, if the closing price of our the Common Stock equal or exceeds 135% of the aforementioned
exercise price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions
after the issue date of the warrants) for any thirty (30) consecutive trading days, we may force the exercise of the warrants, in whole
or in part, by delivering to these investors a notice of forced exercise. The shares of Common Stock and the warrants were issued to
such investors pursuant to Regulation S of the Securities Act of 1933, as amended. The securities issued in connection with the foregoing
investment were registered by us for resale under a registration statement on Form S-1 declared effective on May 10, 2021.

 On
March 16, 2023, we entered into and consummated securities purchase agreements with (i) Phoenix Insurance Company Ltd. (for Moshe Arkin
through his individual retirement account) and (ii) Phoenix Insurance, and Phoenix Amitim, in connection with the sale and issuance
of an aggregate of 3,294,117 units, at a purchase price of $4.25 per unit, and for an aggregate purchase price of $14,000,000 (the "Private
Placement"). Each unit consists of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with
an exercise price of $5.50 (the "Warrants"). The Warrants are immediately exercisable and will expire three (3) years from
the date of issuance and will be subject to customary adjustments. In connection with the Private Placement, we undertook to file a Registration
Statement on Form S-1 with the Securities and Exchange Commission covering the resale of the shares of Common Stock issued pursuant to
the Private Placement, the shares of Common Stock underlying the Warrants issued pursuant to the Private Placement, and any other shares
of Common Stock and shares of Common Stock underlying warrants to the extent previously issued to Mr. Arkin, Phoenix Insurance or Phoenix
Amitim. We further undertook that the Registration Statement on Form S-1 would not include any shares of Common Stock or other securities
for the account of any other holder without the prior written consent of Mr. Arkin, Phoenix Insurance and Phoenix Amitim. As with Mr.
Arkin, Phoenix Insurance and Phoenix Amitim are existing shareholders of the Company. The shares of Common Stock and warrants were issued
pursuant to Regulation S of the Securities Act of 1933, as amended.

 During 2022 and 2023 the Company
received development services in the amount of $117,000 and $29,000, respectively, from Smartec R&D Ltd., a company owned by our former
CTO, Amir Govrin.

 Policies
and Procedures for Related Party Transactions

 The
audit committee is responsible for approving or ratifying related person transactions pursuant to Odysight.ai's related person
transaction approval policy contained in the audit committee charter. In reviewing and approving any such related person transactions,
the audit committee shall consider all relevant facts and circumstances, including whether the transaction is on terms comparable to
those that could be obtained in an arm's length transaction and the extent of the related person's interest in the transaction.
The audit committee shall have the authority to establish guidelines for related person transactions and intercompany arrangements where
it deems it to be appropriate.

Independence

 Our
board of directors has determined that Professor Benad Goldwasser, Mr. Jackson Schneider, Ms. Inbal Kreiss, Ms. Ronit Rubin, Mr. Zeev
Vurembrand and Mr. Nir Nimrodi do not have a relationship that would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director and that each of these directors is "independent". We are not currently subject to
listing requirements of any national securities exchange, which generally stipulate certain requirements that a majority of a company's
board of directors be classified as "independent". As a result, we are not at this time required to have our board of directors
comprised of a majority of "independent directors". Notwithstanding the foregoing, we have voluntarily adopted the definition
of "independent" as defined under Nasdaq Rule 5605(a)(2), and believe Professor Goldwasser, Mr. Schneider, Ms. Kreiss, Ms.
Rubin, Mr. Vurembrand and Mr. Nimrodi qualify accordingly.

 Item
14. Principal accounting fees and services

 Audit
and Accounting Fees

 The
following table sets forth the fees billed to our Company for professional services rendered by Brightman Almagor Zohar & Co., a
firm in the Deloitte global network, for the fiscal years ended December 31, 2022 and December 31, 2023:

 Services

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 $ in thousands

 Audit fees (1)

 $

 $

 Tax fees (2)

 $
 --

 $

 Total fees

 $

 $

 (1)

 Audit
 fees consist of audit and review services, consents and review of documents filed with the SEC.

 (2)

 Tax
 fees consist of services related to representing the Company before the ITA in a VAT assessment.

 Audit
Committee Administration of Engagement

 The
audit committee maintains a pre-approval policy that provides guidelines for the audit, audit-related, tax, and other permissible non-audit
services that may be provided by the independent registered public accounting firm (the independent auditors) in order to ensure that
the provision of such services does not impair the auditor's independence. Under this policy, the audit committee annually pre-approves
the audit fee and terms of the engagement, as set forth in the engagement letter, along with a specified list of audit-related and tax
services. If any service to be provided by the independent auditors has not received pre-approval during this annual process, it will
require specific pre-approval by the audit committee.

 Part
IV

 Item
15. exhibits AND financial statement schedules

 Exhibit
 No.

 Exhibit
 Description

 3.1.1

 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1.1 to our Form S-1 filed with the SEC on July 17, 2023)

 3.2.1

 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on June 8, 2023)

 4.1*

 Description of the Registrant's Securities

 10.1

 Amended and Restated Asset Transfer Agreement, by and between Odysight.ai Ltd. and Medigus Ltd., dated December 1, 2019 (incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on December 31, 2019)

 10.2+

 Consulting Agreement by and between Odysight.ai Ltd. and Prof. Benad Goldwasser, dated July 31, 2019 (incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on December 31, 2019)

 10.3

 2020 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K filed with the SEC on March 28, 2023)

 10.4

 Form of Notice of Option Grant and Option Agreement (incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K filed with the SEC on March 28, 2023)

 10.5

 Form of Notice of RSU Grant and RSU Agreement (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed with the SEC on March 28, 2023)

 10.6+

 Employment Agreement of Eli Israeli, dated September 19, 2023 (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1/A filed with the SEC on December 20, 2023)

 10.7+

 Employment Agreement of Tanya Yosef, dated January 14, 2021 (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K filed with the SEC on March 31, 2021)

 10.8**

 Addendum No. 1 to the Amended and Restated Asset Transfer Agreement, dated July 27, 2020, by and between Odysight.ai Ltd. and Medigus Ltd. (incorporated by reference to Exhibit 10.30 to our Registration Statement on Form S-1/A filed with the SEC on October 19, 2021)

 10.9

 Purchase Order Form, between Odysight.ai Inc. and the Investors in the March 2021 Private Placement (incorporated by reference to Exhibit 10.34 to our Registration Statement on Form S-1 filed with the SEC on May 4, 2021)

 10.10

 Form of Warrant (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on March 24, 2021)

 10.11+

 Employment Agreement of Yehu Ofer, dated July 13, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 18, 2022)

 10.12+

 Employment Agreement of Jacob Avinu, dated September 20, 2022 (incorporated by reference to Exhibit 10.14 to our Registration Statement on Form S-1 filed with the SEC on July 17, 2023)

 10.13+

 Employment agreement of Ido Molad, dated May 21,2023 (incorporated by reference to Exhibit 10.14 to our Form S-1 filed with the SEC on February 20, 2023)

 10.14

 Form of Warrant to Purchase Shares of Common Stock (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 17, 2023)

 10.15

 Stock Purchase Agreement, dated March 16, 2023 by and between Odysight.ai Inc. and the Investors defined therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 17, 2023)

 10.16

 Stock Purchase Agreement, dated March 16, 2023 by and between Odysight.ai Inc. and the Investors defined therein. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 17, 2023)

 10.17

 Registration Rights Agreement, dated March 16, 2023, among Odysight.ai Inc. and the Investor defined therein (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on March 17, 2023)

 10.18

 Registration Rights Agreement, dated March 16, 2023, among Odysight.ai Inc. and the Investor defined therein (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on March 17, 2023)

 10.19+

 Director Appointment and Service Agreement of Jackson Schneider, dated December 6, 2023 (incorporated by reference to Exhibit 10.18 to our Registration Statement on Form S-1/A filed with the SEC on December 20, 2023)

 10.20

 Securities Exchange Agreement, dated September 16, 2019, by and among Medigus Ltd. and Intellisense Solutions Inc. (incorporated by reference to Exhibit 99.2 to the report on Form 6-K filed by Medigus Ltd. on September 17, 2019)

 10.21

 Stock Transfer Agreement, dated June 1, 2023, by and among M. Arkin (1999) Ltd. and additional purchasers listed therein, and Medigus Ltd. and additional sellers listed therein (incorporated by reference to Exhibit 10.22 to our Form S-1 filed with the SEC on February 20, 2023)

 21.1*

 Subsidiaries of the Registrant

 23.1*

 Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network

 31.1*

 Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer

 32.1*

 Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith

 **

 Certain
 confidential information contained in this exhibit, marked by brackets, was omitted because it is both (i) not material and (ii)
 would likely cause competitive harm to the Company if publicly disclosed. "[***]" indicates where the information has
 been omitted from this exhibit

 +

 Management
 contract or compensatory plan or arrangement

 (b)

 Financial
 Statement Schedules. Schedules have been omitted because the information required to be set out therein is not applicable or is shown
 in the financial statements or notes thereto.

 Item
16. Form 10-K summary

 Not
applicable.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 INC.

 By:

 /s/
 Yehu Ofer

 Name:

 Yehu
 Ofer

 Title:

 Chief
 Executive Officer

 Date:

 March

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Yehu Ofer

 Chief
 Executive Officer

 March

 Yehu
 Ofer

 (Principal
 Executive Officer)

 /s/
 Tanya Yosef

 Chief
 Financial Officer

 March

 Tanya
 Yosef

 (Principal
 Financial and Accounting Officer)

 /s/
 Benad Goldwasser

 Chairman
 of the Board

 March

 Benad
 Goldwasser

 /s/
 Ronit Rubin

 March

 Ronit
 Rubin

 /s/
 Jackson Shneider

 March

 Jackson
 Shneider

 /s/
 Nir Nimrodi

 March

 Nir
 Nimrodi

 /s/
 Mori Arkin

 March

 Mori
 Arkin

 /s/
 Inbal Kreiss

 March

 Inbal
 Kreiss

 /s/
 Zeev Vurembrand

 March

 Zeev
 Vurembrand

INC.

 TABLE
OF CONTENTS

 Page

 Consolidated
 Financial Statements – in US Dollars (USD) in thousands

 Report of Independent Registered Public Accounting Firm (PCAOB ID 1197)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the shareholders and the Board of Directors of Odysight.ai Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Odysight.ai Inc. and its Subsidiary (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, changes in shareholders' equity and cash flows, for each
of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.

 Stock-Based
Compensation to Employees, Directors and Service Providers – Stock Options — Refer to Notes 2i and 9b to the consolidated
financial statements.

 Critical
Audit Matter Description

the year ended December 31, 2023, the Company recorded stock options related compensation expense of $1,664 thousand. The Company estimated
the fair value of these stock options granted using the Black-Scholes option pricing model. The Black-Scholes option-pricing model required
management to make a number of assumptions, of which the most significant are the stock price volatility and the expected option term.

 Auditing
the Company's accounting of stock-based options required auditor judgment due to the subjectivity of assumptions used to estimate
the fair value of stock-based options granted.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
audit procedures related to the stock-based compensation included the following, among others:

 We
 assessed the accuracy and completeness of the awards granted during the year by reading the
 relevant Board of Directors minutes and grant documents.

 We
 evaluated the appropriateness of the valuation method used for the stock option grants and
 whether the method used for determining fair value was applied appropriately.

 We
 evaluated the significant assumptions used by management to calculate the fair value of stock
 options granted. Such evaluation included independent calculation of the expected volatility.

 We
 developed an independent estimate of the fair value for all the grants during the year and
 compared our estimate of fair value to the fair value used by management.

 /s/
 Brightman Almagor Zohar & Co.

 Certified
Public Accountants

 A
Firm in the Deloitte Global Network

 Tel
Aviv, Israel

 March

 We
have served as the Company's auditor since 2020.

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 Note

 2023

 2022

 31,

 Note

 2023

 2022

 USD

 Assets

 CURRENT ASSETS:

 Cash and cash equivalents

 8,945

 10,099

 Short terms deposits

 8,096

 3,047

 Accounts receivable

 1,372

 Inventory

 Other current assets

 Total
 current assets

 19,349

 14,117

 NON-CURRENT ASSETS:

 Contract fulfillment assets

 1,256

 1,495

 Property and equipment, net

 Operating lease right-of-use assets

 1,380

 Severance pay asset

 Other non-current assets

 -

 Total
 non-current assets

 3,480

 2,778

 TOTAL
 ASSETS

 22,829

 16,895

 Liabilities and shareholders'
 equity

 CURRENT LIABILITIES:

 Accounts payable

 Contract liabilities - short term

 1,426

 Operating lease liabilities - short term

 Accrued compensation expenses

 Related parties

 Other current liabilities

 Total
 current liabilities

 2,082

 2,559

 NON-CURRENT LIABILITIES:

 Contract liabilities - long term

 1,795

 2,218

 Operating lease liabilities - long term

 Liability for severance pay

 Other non-current
 liabilities

 -

 Total
 non-current liabilities

 2,940

 2,550

 TOTAL
 LIABILITIES

 5,022

 5,109

 SHAREHOLDERS' EQUITY:

 Common stock, $ 0.001 par value; 300,000,000 shares authorized as of
 December 31, 2023 and December 31, 2022, 10,443,768 and 7,121,737 shares issued and outstanding as of December 31, 2023 and December
 31, 2022

 Additional paid-in capital

 52,004

 36,541

 Accumulated deficit

 ( 34,207
)

 ( 24,762
)

 TOTAL SHAREHOLDERS'
 EQUITY

 17,807

 11,786

 TOTAL
 LIABILITIES AND SHAREHOLDERS' EQUITY

 22,829

 16,895

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Note

 2023

 2022

 Year

 Note

 2023

 2022

 USD
 (except per share data)

 REVENUES

 3,033

 COST OF REVENUES

 2,524

 1,631

 GROSS PROFIT (LOSS)

 ( 966
)

 RESEARCH AND DEVELOPMENT
 EXPENSES

 5,602

 4,197

 SALES AND MARKETING EXPENSES

 1,109

 GENERAL
 AND ADMINISTRATIVE EXPENSES

 4,431

 3,577

 OPERATING LOSS

 ( 10,633
)

 ( 9,439
)

 OTHER INCOME

 FINANCING
 INCOME (EXPENSES), NET

 ( 59
)

 LOSS BEFORE TAXES ON INCOME

)

)

 TAXES
 ON INCOME

 -

 -

 NET
 LOSS

)

)

 Net loss per share (basic
 and diluted, in USD)

 ( 0.98
)

 ( 1.33
)

 Weighted average common
 shares (basic and diluted, in thousands)

 9,668

 7,122

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 Common
 stock

 Additional

 paid-in capital

 Accumulated
 deficit

 Total

 Shareholders' equity

 Number
 in
 thousands

 Amount

 USD

 Balance at January 1, 2023

 7,122

 $

 $
 36,541

 $
 ( 24,762
)

 $
 11,786

 Stock based compensation (see note 9)

 -

 -

 1,664

 -

 1,664

 Issuance of shares upon RSU vesting (see note
 9)

 - *

 - *

 -

 -

 Issuance of shares and warrants(see note 9)

 3,294

 13,799

 -

 13,802

 Net loss

 -

 -

 -

)

)

 Balance at December
 31, 2023

 10,444

 $

 $
 52,004

 $
 ( 34,207
)

 $
 17,807

 Common stock

 Additional

 paid-in capital

 Accumulated deficit

 Total
 Shareholders' equity

 Number in
 thousands

 Amount

 USD in thousands

 Balance at January 1, 2022

 7,122

 $

 $
 34,903

 $
 ( 15,294
)

 $
 19,616

 Balance

 7,122

 $

 $
 34,903

 $
 ( 15,294
)

 $
 19,616

 Stock based compensation (see note 9)

 -

 -

 1,638

 -

 1,638

 Net loss

 -

 -

 -

)

)

 Balance at December 31, 2022

 7,122

 $

 $
 36,541

 $
 ( 24,762
)

 $
 11,786

 Balance

 7,122

 $

 $
 36,541

 $
 ( 24,762
)

 $
 11,786

 *

 Represents
 an amount less than $1 thousand.

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 Year

 2023

 2022

 USD

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss

)

)

 Adjustments to reconcile
 net loss to net cash used in operating activities:

 Depreciation

 Stock based compensation

 1,664

 1,638

 Profit (loss) from exchange differences on
 cash and cash equivalents

 ( 159
)

 Interest and exchange differences from operating
 lease liability

 -

 ( 49
)

 Severance pay asset and liability

 ( 8
)

 Interest income in respect of deposits

 ( 49
)

 ( 34
)

 CHANGES IN OPERATING ASSET
 AND LIABILITY:

 Increase in accounts receivable

 ( 1,312
)

 ( 52
)

 Decrease (increase) in inventory

 ( 463
)

 Increase in operating lease liability

 ( 391
)

 ( 233
)

 Increase in ROU asset

 Decrease (increase) in current and non-current
 other assets

 ( 247
)

 Increase (decrease) in account payable

 ( 10
)

 Decrease in contract fulfillment assets

 Increase (decrease) in current and non-current
 contract liabilities

 ( 1,322
)

 1,224

 Increase in accrued compensation expenses

 Increase (decrease) in related parties

 ( 17
)

 Increase (decrease) in
 current and non-current other liabilities

 Net cash flows used in operating activities

 ( 10,009
)

 ( 6,095
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Purchase of property
 and equipment

 ( 113
)

 ( 118
)

 Withdrawal of short terms deposits

 21,500

 14,500

 Investment in short
 terms deposits

 ( 26,500
)

 ( 6,500
)

 Net cash flows provided by (used in) investing
 activities

 ( 5,113
)

 7,882

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from issuance of shares and warrants

 13,809

 -

 Net cash flows provided
 by financing activities

 13,809

 -

 INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS

 ( 1,313
)

 1,787

 BALANCE OF CASH AND CASH
 EQUIVALENTS AT BEGINNING OF YEAR

 10,099

 8,581

 PROFITS
 FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS

 ( 269
)

 BALANCE
 OF CASH AND CASH EQUIVALENTS AT END OF YEAR

 8,945

 10,099

 F- 6

 Non
cash activities -

 Year

 2023

 2022

 USD

 Non cash activities

 Right-of-use assets obtained in exchange for
 operating lease liabilities

 1,506

 Termination of right-of-use assets in exchange
 for cancellation of operating lease obligations

 ( 52
)

 -

 F- 7

 NOTES

 NOTE
1 – GENERAL:

 a.

 Odysight.ai
 Inc (the "Company"), formerly known as ScoutCam Inc., was incorporated under the laws of the State of Nevada on March
 22, 2013. Prior to the closing of the Exchange Agreement (as defined below), the Company was a non-operating "shell
 company".

 On
 June 5, 2023, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Registrant's Articles
 of Incorporation to change its name from "ScoutCam Inc." to "Odysight.ai Inc.", effective June 5, 2023.

 The
 Company's wholly owned subsidiary, Odysight.ai Ltd ("Odysight.ai"), formerly known as ScoutCam Ltd., was formed
 in the State of Israel on January 3, 2019, as a wholly-owned subsidiary of Medigus Ltd. ("Medigus"), an Israeli company
 traded on the Nasdaq Capital Market, and commenced operations on March 1, 2019.

 In
 December 2019, Medigus and Odysight.ai consummated an asset transfer agreement, under which Medigus transferred and assigned certain
 assets and intellectual property rights related to its miniaturized imaging business to Odysight.ai.

 On
 December 30, 2019, the Company and Medigus consummated a securities exchange agreement (the "Exchange Agreement"), pursuant
 to which Medigus delivered 100 % of its holdings in Odysight.ai to the Company in exchange for shares of the Company's common
 stock representing 60 % of the issued and outstanding share capital of the Company immediately upon the consummation of the Exchange
 Agreement.

 2020-2023 Medigus decreased its holdings in the Company such that as of March 31, 2023, Medigus owned 18.45 % of the Company's
 outstanding common stock. On June 1, 2023, Medigus sold all of its holdings in the Company to existing shareholders and to Chairman
 of the Board and CEO of the Company.

 On
 February 28, 2024, D. VIEW Ltd. was formed in the State of Israel, wholly owned by Odysight.ai Inc., to act as a local agent for
 the defense market in Israel.

 The
 Company, through Odysight.ai, provides image-based platforms. Through the use of its proprietary visualization technology, Odysight.ai
 offers solutions across predictive maintenance and condition-based monitoring markets, in sectors such as energy, automotive and
 aviation. Odysight.ai's solutions are based on small and highly resilient cameras, specialized AI analysis and supplementary
 technologies. Some of the Company's products utilize micro visualization technology in medical devices for minimally invasive
 medical procedures.

 b.

 Since
 incorporation of Odysight.ai and through December 31, 2023, the Company accumulated a deficit of approximately $ 34.2 million and
 its activities have been funded mainly by its shareholders. The Company's management believes the Company' cash and cash
 resources will allow the Company to fund its operating plan through at least the next 12 months from the filing date of these Consolidated Financial Statements. However, the Company expects to continue to incur significant research and development
 and other costs related to its ongoing operations, requiring the Company to obtain additional funding in order to continue its future
 operations until becoming profitable.

 c.

 On October 7, 2023, Hamas terrorists infiltrated Israel's southern
border from the Gaza Strip and conducted a series of attacks on civilian and military targets, which led Israel to formally declare war
on Hamas the next day. The war is ongoing as of the issuance date of these financial statements. At this stage, the Company does not expect
substantial impact of the above-described events on its operations.

 F- 8

 NOTES

 NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES:

 a. Basis of preparation:

 The
consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles in the
United States ("U.S. GAAP") applied on a consistent basis.

 b. Use of estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its assumptions on an
ongoing basis, including those related to contingencies and inventory impairment, as well as estimates used in applying its revenue recognition
policy. Actual results may differ from these estimates.

 c. Functional currency

 A
majority of Odysight.ai's revenues are generated in U.S. dollars. The substantial majority of Odysight.ai costs are incurred in
U.S. dollars and New Israeli Shekels ("NIS"). Odysight.ai management believes that the U.S. dollar is the currency of the
primary economic environment in which Odysight.ai operates. Thus, the functional currency of Odysight.ai is the U.S. dollar.

 Transactions
and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are
translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S.
dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for
transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation
and amortization) historical exchange rates. Currency transaction gains and losses are presented in financial income or expenses, as
appropriate.

 d. Cash and Cash Equivalents

 The
Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original
maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible
to known amounts of cash.

 e. Short-term bank deposits

 Bank
deposits with maturities of more than three months but less than one year are included in short-term bank deposits. Such short-term bank
deposits are stated at cost which approximates fair market value.

 F- 9

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

 f. Accounts receivable

 Accounts
receivable are presented in the Company's consolidated balance sheets net of allowance for doubtful accounts. The Company estimates
the collectability of its accounts receivable balances and adjusts its allowance for doubtful accounts accordingly.

 When
revenue recognition criteria are not met for a sale transaction that has been billed, the Company does not recognize deferred revenues
or the related account receivable.

 As of December 31, 2023 and 2022, no allowance
for doubtful accounts was recorded.

 g. Property and equipment

 Property
and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis
over the estimated useful lives.

 The
annual depreciation rates are as follows:

 SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES

 %

 Machinery and laboratory equipment

 10 %- 15
 %

 Office furniture and equipment

 %

 Computers and computer software

 %

 Leasehold improvements

 Over
 the shorter of the lease term (including options if any) or useful life

 h. Severance pay

 Israeli
labor law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other
circumstances. Pursuant to Section 14 of the Severance Compensation Act, 1963 ("Section 14"), all of the Odysight.ai's
employees in Israel are entitled to a monthly contribution, at a rate of 8.33 % of their monthly salary, made in their name with insurance
companies. Contributions under Section 14 relieve Odysight.ai from any future severance payment obligation with respect to those employees.
The aforementioned contributions are not recorded as an asset on the Company's balance sheet and there is no liability recorded,
as the Company does not have a future obligation to make any additional payments.

 The
asset and the liability for severance pay presented in the balance sheets reflects employees that began employment prior to automatic
application of Section 14.

 The
severance pay liability of Odysight.ai to its employees that began employment prior to automatic application of Section 14 is based upon
the number of years of service and the latest monthly salary of such employees and is partly covered by regular deposits with recognized
pension funds and deposits with severance pay funds. Under labor laws, these deposits are in the employees' names and, subject
to certain limitations, are the property of the employees. Odysight.ai records the obligation as if it were payable at each balance sheet
date on an undiscounted basis.

 F- 10

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

 i. Stock-Based Compensation

 The Company applies the fair value recognition provisions
of ASC 718, Compensation—Stock Compensation, or ASC 718, for stock-based awards granted to employees, directors, and other providers
for their services.

 The
Company measures and recognizes compensation expense for its equity classified stock-based awards granted under its plan based on
estimated fair values on the grant dates. The Company calculates the estimated fair value of option awards on the grant date using
the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires a number of assumptions, of which the most
significant are the stock price volatility and the expected option term. The Company's expected dividend rate is zero since
the Company does not currently pay cash dividends on its stocks and does not anticipate doing so in the foreseeable future.
Volatility is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in
the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The
weighted average expected life of options was estimated individually in respect of each grant. Each of the above factors requires
the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the
Company were to use different percentages or time periods, the estimated fair value of option awards could be materially different.
The Company recognizes stock-based compensation cost for option awards on an accelerated basis over the employee's requisite
service period, forfeitures are accounted for as they occur.

 j. Inventories

 Inventories
include raw materials, inventory in process and finished products and are valued at the lower of cost or net realizable value.

 Inventories
are stated at a lower of cost, determined by the first-in, first-out method, or market based on net realizable value.
Costs of purchased raw materials and inventory in process include costs of design, raw materials, direct labor, other direct costs and
fixed production overheads.

 The
inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future
demand, technology developments and market conditions.

 k. Revenue recognition

 a)

 measurement

 The
Company's revenues are measured according to the ASC 606, "Revenue from Contracts with Customers" ("ASC 606").
Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled to receive in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. Revenues are presented
net of VAT.

 b)

 recognition

 The
Company recognizes revenue when a customer obtains control over promised goods or services. For each performance obligation, the Company
determines at contract inception whether it satisfies the performance obligation over time or satisfies the performance obligation at
a point in time.

 Performance
obligations are satisfied over time if one of the following criteria is met:

 F- 11

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

 (a)
the customer simultaneously receives and consumes the benefits provided by the Company's performance; (b) the Company's performance
creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the Company's performance does
not create an asset with an alternative use for the Company and the Company has an enforceable right to payment for performance completed
to date.

 If
a performance obligation is not satisfied over time, a Company satisfies the performance obligation at a point in time.

 The
transaction price is allocated to each distinct performance obligations on a relative standalone selling price ("SSP") basis
and revenue is recognized for each performance obligation when control has passed. In most cases, the Company is able to establish SSP
based on the observable prices of services sold separately in comparable circumstances to similar customers and for products based on
the Company's best estimates of the price at which the Company would have sold the product regularly on a stand-alone basis. The
Company reassesses the SSP on a periodic basis or when facts and circumstances change.

 Product

from product sales are recognized at a point in time when the customer obtains control of the Company's product, typically upon
shipment to the customer. Indirect taxes collected from customers relating to product sales and remitted to governmental authorities
are excluded from revenues.

 Service

 The
Company also generates revenues from development services. Revenue from development services is recognized over the period of the applicable
service contract. To the extent development services are not distinct from the performance obligation relating to the subsequent mass
production phase of the prototype under development, revenue from these services is deferred until commencement of the production phase
of the project and are then recognized over the expected term production.

 F- 12

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

 l. Cost of revenues

 Cost
of revenue consists of products purchased from sub-contractors, raw materials for in-house assembly line, shipping and handling costs
to customers, salary, employee-related expenses, depreciation and overhead expenses.

 Cost
of revenues are expensed commensurate with the recognition of the respective revenues. Costs deferred in respect of deferral of revenues
are recorded as contract fulfilment assets on the Company's balance sheet and are written down to the extent the contract is expected
to incur losses. IIA grants are offset against cost revenues.

 m. Research and development costs

and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material, and
third-party contractors' charges.

 n. Income taxes

 Income
taxes are accounted for using the asset and liability approach under ASC-740, "Income Taxes". The asset and liability approach
requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax
consequences of events that have been recognized in the Company's financial statements or tax returns.

 The
measurement of current and deferred tax liabilities and assets is based on provisions of the relevant tax law. The measurement of deferred
tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

 Uncertain
tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit
from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position
will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that
has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized
tax benefits are recognized in tax expense. The Company and Odysight.ai provide a valuation allowance, if necessary, to reduce deferred
tax assets to their estimated realizable value.

 o. Legal contingencies

 The Company follows ASC 450-20,
Loss Contingencies, to report accounting for contingencies. From
time to time, the Company and its subsidiary become involved in legal proceedings or are subject to claims arising in their ordinary
course of business. Such matters are generally subject to many uncertainties and outcomes are not predictable with assurance. The
Company accrues for contingencies when the loss is probable and can reasonably estimate the amount of any such loss.

 F- 13

 NOTES

 NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES (continued):

 p. Basic
and diluted net loss per share of common stock:

 Basic
net loss per share of common stock is computed by dividing net loss, as adjusted, to include the weighted average number of shares
of common stock outstanding during the year.

 Diluted
net loss per share of common stock is computed by dividing net loss, as adjusted, by the weighted average number of shares of common
stock outstanding during the year, plus the number of shares of common stock that would have been outstanding if all potentially
dilutive shares of common stock had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per
Share".

 All
outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December
31, 2023 and December 31, 2022, since all such securities have an anti-dilutive effect.

 q. Leases

 In
accordance with ASC 842, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present
at inception of an arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.

 Arrangements
that are determined to be leases at inception are recognized as long-term right-of-use ("ROU") assets and short and
long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities
are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the
Company's leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment
at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the
lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized
on a straight-line basis over the lease term.

 The
Company has elected not to recognize on the balance sheet leases with terms of 12 months or less.

 r.
 New accounting pronouncements

 Recently
issued accounting pronouncements, not yet adopted

 In
December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance
is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor
requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid
both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective
basis. Early adoption is permitted, with the option to apply the standard retrospectively. The Company does not expect any significant impact from the adoption of this standard.

 F- 14

 NOTE
3 - SHORT-TERM DEPOSITS:

 Short
term deposits as of December 31, 2023 bearing annual interest rates of 7.2 % and 6.3 %, with maturities of up
to 12 months.

 NOTE
4 - INVENTORY:

 SCHEDULE OF INVENTORY

 2023

 2022

 31,

 2023

 2022

 USD

 Raw materials and supplies

 Work in progress

 Finished goods

 Inventory Net

the years 2023 and 2022, no impairment occurred.

 NOTE
5 - PROPERTY AND EQUIPMENT, NET:

 Property,
plant and equipment, net consisted of the following:

 SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET

 2023

 2022

 31,

 2023

 2022

 USD

 Cost:

 Machinery and laboratory equipment

 Leasehold improvements, office furniture and
 equipment

 Computers and computer
 software

 Total property and equipment, gross

 1,034

 1,152

 Less: accumulated deprecation

 ( 557
)

 ( 504
)

 Total property and equipment,
 net

 Depreciation
expenses were $ 284 thousand and $ 251 thousand for the years ended December 31, 2023 and 2022, respectively.

 F- 15

 NOTES

 NOTE
6 – OTHER CURRENT LIABILITIES:

 SCHEDULE OF OTHER ACCRUED EXPENSES

 2023

 2022

 31,

 2023

 2022

 USD

 Government authorities

 -

 Accrued expenses

 Other payables

 -

 Total other accrued expenses

 NOTE
7 - INCOME TAXES:

 a.

 Basis
 of taxation

 1.

 Tax
 rates applicable to the income of the Israeli subsidiary:

 Odysight.ai
is taxed according to Israeli tax laws.

 The
Israeli corporate tax rate from the year 2018 and onwards is 23 %.

 2.

 Tax
 rates applicable to the income of the U.S. company:

 The
 Company is taxed according to U.S. tax laws.

 The
 U.S. corporate tax rate from the year 2018 and onwards is 21 %.

 b.

 Deferred
 income taxes:

 Deferred
 income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
 reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets
 are as follows:

 SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET

 2023

 2022

 31,

 2023

 2022

 USD

 loss carryforward

 25,006

 19,239

 Net deferred tax asset before valuation allowance

 5,786

 4,564

 Valuation allowance

 ( 5,786
)

 ( 4,564
)

 Net deferred tax

 -

 -

 As
 of December 31, 2023, the Company has provided a full valuation allowance of $ 5,786 thousand in respect of deferred tax assets resulting
 from tax loss carryforwards and other temporary differences. Management currently believes that because the Company has a history
 of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will
 not be realized in the foreseeable future.

 c.

 Available
 carryforward tax losses:

 As
 of December 31, 2023, the Company has an accumulated tax loss carryforward of approximately $ 25,006 thousand. Carryforward tax losses
 in Israel are of unlimited duration. Under the Tax Cut and Jobs Act of 2017, or the Tax Act (subject to modifications under the Coronavirus
 Aid, Relief, and Economic Security Act), federal net operating losses (NOL) incurred in taxable years ending after December 31, 2017
 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It
 is uncertain if and to what extent various states will conform to the newly enacted federal tax law.

 In
 addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation
 undergoes an "ownership change," which is generally defined as a greater than 50 percentage point change, by value, in
 its equity ownership over a three-year period, the corporation's ability to use its pre-change NOL carryforwards and other
 pre-change tax attributes to offset its post-change income or taxes may be limited. Such limitations may result in the expiration
 of net operating losses before utilization.

 d.

 The
 main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance
 in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization
 of such deferred taxes.

 e.

 As
 of December 31, 2021, Odysight.ai owed NIS 740 thousand, (approximately $ 229 thousand) in additional taxes to the Israel Tax Authority
 following a VAT audit in Israel for 2019-2021.

 On
 November 18, 2021, Odysight.ai filed an appeal to the Israeli Tax Authority on the finding of the VAT audit.

 Due
 to the uncertainty regarding the outcome of the appeal, the financial statements as of December 31, 2021 included a provision related
 to the additional taxes of $ 229 thousand, which was included in general and administrative expenses in the statement of operation
 report.

 In
 July 2022, Odysight.ai reached an agreement with the Israeli Tax Authority, according to which the amount due in additional taxes
 was reduced to NIS 340 thousand (approximately $ 100 thousand).

 F- 16

 NOTES

 NOTE
8 – RELATED PARTIES:

 a.

 Related
 Parties Balances:

OF BALANCES WITH RELATED PARTIES

 2023

 2022

 31,

 2023

 2022

 USD

 Directors (directors' accrued
 compensation)

 Smartec R&D Ltd. (see note 8b)

 Related parties

 b.

 2022 and 2023 the Company received development services from Smartec R&D Ltd., a company owned by the Company's former
 CTO.

 Total
 compensation for the fiscal years ended December 31, 2022 and December 31, 2023 was $ 117 thousands and $ 29 thousands, respectively.

 F- 17

 NOTE
9 - EQUITY:

 Increase
of the authorized share capital

 On
January 20, 2021, the Company's Board of Directors approved an increase of the authorized share capital of the Company by an additional
 225,000,000 shares of common stock par value $ 0.001 per share, such that the authorized share capital of the Company following such increase
shall be consisting of 300,000,000 shares of common stock.

 a.

 Private
 placement:

 1.

 On
 March 29, 2021, the Company issued to certain investors, including Arkin, a major stockholder of the Company, of which Mori Arkin,
 a director of the company, is the owner, 2,469,156 units in exchange for an aggregate purchase price of $ 20 million. Each such unit
 consists of (i) one share of common stock and (ii) one warrant to purchase one share of common stock with an exercise price of $ 10.35
 per share. Each such warrant is exercisable until the close of business on March 31, 2026. Pursuant to the terms of the foregoing
 warrants, following April 1, 2024, if the closing price of Company common stock equal or exceeds 135 % of the aforementioned exercise
 price (subject to appropriate adjustments for stock splits, stock dividends, stock combinations and other similar transactions after
 the issue date of the warrants) for any thirty (30) consecutive trading days, the Company may force the exercise of the warrants,
 in whole or in part, by delivering to these investors a notice of forced exercise.

 2.

 On
 March 16, 2023, the Company consummated a Stock Purchase Agreements for a private placement with (i) Moshe Arkin and (ii) The Phoenix Insurance Company Ltd. and Shotfut Menayot Israel – Phoenix Amitim, in connection with
 the sale and issuance of an aggregated amount of 3,294,117 units (collectively, the "Units"), at a purchase price of
 $ 4.25 per Unit, and for an aggregated purchase price of $ 14,000,000. Each Unit consists of: (i) one share of the Company's
 common stock with par value of $ 0.001 per share (the "Common Stock") and (ii) one warrant to purchase one share of Common
 Stock with an exercise price of $ 5.50 (the "Warrants"). The Warrants are immediately exercisable and will expire three
 years from the date of issuance and will be subject to customary adjustments.

 F- 18

 NOTES

 NOTE
9 – EQUITY (continued):

 Warrants:

 As
of December 31, 2023, the Company had the following outstanding warrants to purchase common stock:

OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK

 Number of

 Shares of

 Exercise Price

 common stock

 Issuance

 Expiration

 Per Share

 Underlying

 Warrant

 Date

 Date

 ($)

 Warrants

 March 2021 Warrant

 March 29, 2021

 March
 31, 2026

 10.35

 2,469,156

 March
 2023 Warrant

 March 27, 2023

 March
 26, 2026

 5.50

 3,294,117

 5,763,273

 b.

 Stock-based
 compensation to employees, directors and service providers:

 In
February 2020, the Company's Board of Directors approved the 2020 Share Incentive Plan (the "Plan").

 The
Plan initially included a pool of 580,890 shares of common stock for grant to Company employees, consultants, directors and other service
providers. On March 15, 2020, the Company's Board of Directors approved an increase to the Company's option pool pursuant
to the Plan by an additional 64,099 shares of common stock. On June 22, 2020, the Company's Board of Directors approved an increase
to the Company's option pool pursuant to the Plan by an additional 401,950 shares of common stock. During the second quarter of
2021, the Company's Board of Directors approved an increase to the Company's option pool pursuant to the Plan by an additional
 777,778 shares of common stock. During the first quarter of 2023, the Company's Board of Directors approved an increase to the
option pool pursuant to the Plan by an additional 1,000,000 shares of common stock.

 The
Plan is designed to enable the Company to grant options to purchase shares of common stock and RSUs under various and different tax regimes
including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend
or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through
a trustee or not through a trustee; and (ii) pursuant and subject to Section 3 (i) of the Israeli Tax Ordinance.

2022, the Company granted 479,000 options pursuant to the Plan.

2023, the Company granted 986,000 options pursuant to the Plan

 Options
granted generally have a contractual term of seven years and vest over a period of three to four years.

 F- 19

 NOTE
9 – EQUITY (continued):

 Stock
Option Activity

 The
following summarizes stock option activity:

OF STOCK OPTION ACTIVITY

 Amount
 of options

 Weighted
 average exercise price

 Weighted
 Average Remaining Contractual Term (years)

 Aggregate
 Intrinsic Value (in thousands)

 $

 $

 Outstanding - January 1, 2022

 1,253,554

 3.31

 5.65

 5,884

 Granted

 479,000

 4.50

 -

 -

 Forfeited

 ( 172,514
)

 3.57

 -

 -

 Outstanding - December 31, 2022

 1,560,040

 3.64

 5.17

 2,116

 Granted

 986,000

 3.15

 -

 -

 Forfeited

 ( 90,971
)

 3.28

 -

 -

 Outstanding - December 31, 2023

 2,455,069

 3.46

 5.04

 Options Exercisable - December 31, 2023

 1,163,201

 3.39

 3.57

 As
of December 31, 2023, the aggregate intrinsic value of options granted is calculated as the difference between the exercise price and
the closing price on the same date.

 The
Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model. The weighted-average
grant date fair value per option granted during the year ended December 31, 2023 was $ 2.37. The fair value of each award is estimated
using Black-Scholes option-pricing model based on the following assumptions: based on underlying value of shares of
$ 3, exercise price of $ 3 -$ 4.5, expected volatility of 88 %- 90 %, term of the options – 7 years and risk-free interest rate 3.93 %- 4.47 %.

 Volatility
is derived from the historical volatility of publicly traded set of peer companies. The risk-free interest rates used in the Black-Scholes
calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. The Company has not paid dividends
and does not anticipate paying dividends in the foreseeable future. Accordingly, no dividend yield was assumed for purposes of estimating
the fair value of the Company's stock-based compensation. The weighted average expected life of options was estimated individually
in respect of each grant.

 The
unrecognized compensation expense calculated under the fair-value method for stock options expected to vest as of December 31, 2023 is
approximately $ 1.93 million and is expected to be recognized over a weighted-average period of 1.38 years.

2023 and 2022 the Company's Board of Directors authorized the grant of options to purchase 150,000
 shares of common stock of the Company and 45,000
shares of common stock of the Company, respectively, to Prof. Goldwasser, the Chairman of the Board.

2023 the Company's Board of Directors authorized the grant of options to purchase 260,000
shares of common stock of the Company to directors of the Company.

2023 and 2022 the Company's Board of Directors authorized the grant of options to purchase 225,000
 shares of common stock of the Company and 400,000
shares of common stock of the Company, respectively, to certain officers of the Company.

expense recorded by the Company in respect of its stock-based employees, directors and service providers compensation awards in
accordance with ASC 718-10 for the year ended December 31, 2023 and 2022 amounted to $ 1,664
thousands and $ 1,638
thousands, respectively.

 F- 20

 c.

 Restricted
 stock unit ("RSU") to employees and service providers:

the year ended December 31, 2023, the Company granted 25,000 RSUs pursuant to the Plan.

 Each
RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized
as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the
date of grant based on the fair value of the Company's common stock.

 The
cost of the benefit embodied in the RSU granted during 2023, based on their fair value as at the grant date, is estimated to be approximately
$ 75 thousand. These amounts will be recognized in the statements of operations over the vesting period.

 The
following table summarizes RSU activity for December 31, 2023:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Amount of RSUs

 Weighted Average Grant Date Fair Value per Share

 Weighted Average Remaining Contractual Term (years)

 $

 Outstanding - December 31, 2022

 50,000

 6.32

 6.44

 Granted

 25,000

 -

 Forfeited

 ( 7,501
)

 7.2

 Vested

 ( 27,914
)

 6.28

 -

 Unvested and Outstanding - December 31, 2023

 39,585

 4.08

 6.30

 The
unrecognized compensation expense calculated under the fair-value method for RSUs expected to vest as of December 31, 2023 is approximately
$ 70 thousand and is expected to be recognized over a weighted-average period of 1.15 years.

 The following table sets forth the total stock-based
payment expenses resulting from options and RSU granted, included in the statements of operation and comprehensive income:

OF STOCK-BASED PAYMENT EXPENSE

 2023

 2022

 Year ended on
 December 31,

 2023

 2022

 USD in thousands

 Cost of revenues

 Research and development

 Sales and marketing expenses

 General and administrative

 Total expenses

 1,664

 1,638

 F- 21

 NOTES

 NOTE
10 – REVENUES AND ENTITY WIDE DISCLOSURES:

 ASC
280, "Segment Reporting," establishes standards for reporting information about operating segments. The Company manages its
business based on one operating segment, as described in Note 1.

 a.

 Disaggregation
 of revenue

OF DISAGGREGATION OF REVENUE

 2023

 2022

 Year
 ended on
 December 31,

 2023

 2022

 USD

 Development Services (customer
 A) ( *)

 Products

 2,611

 3,033

 (*)

 the second quarter of 2022, the Company completed the development of to a customer-specific project for a Fortune 500 multinational
 healthcare corporation ("Customer A") and moved from the development phase of the project to its production phase. As a
 result, during the year ended December 31, 2023, the Company recognized development services revenues and related development costs
 that had been previously deferred, in the amounts of $ 422
 thousand and $ 239 thousand, respectively. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at 7
 years.

 In
 addition, following the commencement of the production phase, the Company recognized product revenues of $ 2,514 thousands during
 the year ended December 31, 2023 from the sale of units of the product developed in the context of these development services.

 b.

 by geographical area (based on the location of customers)

 The
following is a summary of revenues within geographic areas:

OF REVENUES WITHIN GEOGRAPHIC AREAS

 2023

 2022

 Year
 ended on
 December 31,

 2023

 2022

 USD

 United States

 2,983

 United Kingdom

 I srael

 -

 Other

 3,033

 c.

 Major
 customers

 Set
forth below is a breakdown of Company's revenue by major customers (major customer –revenues from these customers constituted
at least 10% of total revenues in a certain year):

OF MAJOR CUSTOMER BREAKDOWN OF COMPANY'S REVENUE

 Year ended
 on

 31,

 2023

 2022

 USD

 Customer
 A

 2,977

 Customer B

 -

 F- 22

 d.

 Contract
 fulfillment assets and Contract liabilities:

OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES

 2023

 2022

 31,

 2023

 2022

 USD

 Contract
 fulfillment assets

 1,256

 1,495

 Contract
 liabilities

 2,322

 3,644

 Contract
liabilities include deferred service and advance payments.

 The
change in contract fulfillment assets:

 2023

 2022

 31,

 2023

 2022

 USD

 Balance at beginning of year

 1,495

 1,675

 Contract costs recognized
 during the period

 ( 239
)

 ( 180
)

 Balance at end of year

 1,256

 1,495

 The
change in contract liabilities:

 2023

 2022

 31,

 2023

 2022

 USD

 Balance at beginning of year

 3,644

 2,420

 Deferred revenue relating to new sales

 -

 1,613

 Revenue recognized during
 the year

 ( 1,322
)

 ( 389
)

 Balance at end of year

 2,322

 3,644

 Remaining
Performance Obligations

 Remaining
Performance Obligations ("RPO") represents contracted revenue that has not yet been recognized, which includes deferred revenue
and amounts that will be recognized as revenue in future periods. As of December 31, 2023, the total RPO amounted to $ 2.3 million, which
the Company expects to recognize over the expected manufacturing term of the product under development.

 F- 23

 NOTES

 NOTE
11 - LEASES

 a.

 Omer
 office space

 In
December 2020, Odysight.ai entered into a lease agreement for office space in Omer, Israel ("original space"), with the 36-month
term for such agreement beginning on January 1, 2021. In March 2021, Odysight.ai entered into a lease agreement for additional office
space in Omer, Israel ("additional space"), with the term for such agreement is ending December 31, 2023.

 On
June 25, 2023, Odysight.ai entered into an amendment to these agreements, pursuant to which the lease for the additional space will
be shortened and end on June 30, 2023 and the lease for the original space will be extended for an additional five years until
December 31, 2028. It was also agreed that Odysight.ai has an option to terminate the agreement for the original space after three
years. Odysight.ai expect that the lease period
will be three years.

 Monthly
lease payments under the agreement for the original space are approximately $ 7 thousand.

 b.

 Ramat
 Gan office space

 In
December 2022, Odysight.ai entered into a lease agreement for office space in Ramat Gan, Israel. The agreement is for 12 months beginning
on December 14, 2022 and the Company has an option to extend the lease period for an additional one year.
 Monthly lease payments under the agreement are $ 3 thousand. The Company terminate the agreement after 12 months.

 In
May 2023, Odysight.ai entered into an additional lease agreement for office space in Ramat Gan, Israel. The agreement is for 48 months
beginning on July 1, 2023 and the Company has an option to extend the lease period for an additional two years. The Company does not
currently expect to extend the lease period. Monthly lease payments under the agreement are in the amount of approximately $ 25 thousand.

 Odysight.ai
subleases part of the additional office space in Ramat Gan to an unrelated third party for approximately $ 7 thousand per month.

 In
addition, the Company leases vehicles under various operating lease agreements.

 On
December 31, 2023, the Group's ROU assets and lease liabilities for operating leases totaled $ 1,380 thousand and $ 1,326 thousand,
respectively.

 On
December 31, 2022, the Group's ROU assets and lease liabilities for operating leases totaled $ 307 thousand and $ 263 thousand, respectively.

lease expenses were $ 403
thousand and $ 264
thousand for the years ended December 31, 2023 and 2022, respectively.

 Supplemental
cash flow information related to operating leases during the period presented was as follows:

OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES

 2023

 2022

 Year

 2023

 2022

 USD

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating
 leases

 Lease
term and discount rate related to operating leases as of the period presented were as follows:

OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES

 31,

 2023

 2022

 USD

 Weighted-average remaining lease
 term (in years)

 0.89

 0.84

 Weighted-average discount rate- leases vehicles

 %

 %

 Weighted-average discount rate- leases offices

 12.8
 %

 %

 F- 24

 The
maturities of lease liabilities under operating leases as of December 31, 2023 are as follows:

OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES

 USD

 2024

 2025

 2026

 2027

 Total undiscounted lease payments

 1,659

 Less:
 Imputed interest

 ( 333
)

 Total
 lease liabilities

 1,326

 NOTE
12 – RESEARCH AND DEVELOPMENT EXPENSES:

OF RESEARCH AND DEVELOPMENT EXPENSES

 2023

 2022

 Year

 2023

 2022

 USD

 Salaries and related expense

 3,561

 2,034

 Stock-based compensation

 Materials and subcontractors

 1,030

 Depreciation

 Travel expenses

 Vehicle expenses

 Rent and maintenance
 and other expenses

 and Development expenses

 5,602

 4,197

 NOTE
13 – SALES AND MARKETING EXPENSES:

OF SALES AND MARKETING EXPENSES

 2023

 2022

 Year

 2023

 2022

 USD

 Salaries and related expense

 Stock-based compensation

 Business development and marketing

 Exhibitions

 -

 Vehicle expenses

 Other expenses

 Sales And Marketing Expenses

 1,109

 NOTE
14 – GENERAL AND ADMINISTRATIVE EXPENSES:

OF GENERAL AND ADMINISTRATIVE EXPENSES

 2023

 2022

 Year

 2023

 2022

 USD

 Salaries and related expense

 1,132

 1,027

 Stock-based compensation

 Professional services

 1,037

 Patents

 Depreciation

 Insurance

 Vehicle expenses

 Rent and maintenance and other expenses

 VAT provision (note
 7e)

 -

 ( 129
)

 and Administrative expenses

 4,431

 3,577

 NOTE 15 -
 COMMITMENTS AND CONTINGENCIES

 On April 2023,
the Company received approval from the Israel Innovation Authority (previously the Office of the Chief Scientist), (the "IIA")
to support and enhance the Company's production line and capabilities in the next 24 months until April 2025. Pursuant to the agreement
with the IIA relating to the program, the Company has to pay royalties of 3% to the IIA up to the amount IIA funding received and the
accrued interest repayment of the grant is contingent upon the Company successfully completing its enhancement plans and generating sales
from the enhancements preformed. The Company has no obligation to repay these grants if its enhancement plans are not completed or aborted
or if it generates no sales.

the year ended December 31, 2023 grants of $ 60 thousand recorded as cost of revenues in the consolidated statements.

 NOTE
16 - SUBSEQUENT EVENTS:

 On
February 28, 2024, D. VIEW Ltd. was formed in the State of Israel, wholly owned by Odysight.ai Inc., to act as a local agent for the
defense market in Israel.

 F- 25