Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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

(Print or Type Responses)

1. Name and Address of Reporting Person * Arkin Moshe 2. Issuer Name and Ticker or Trading Symbol Odysight.ai Inc. [ODYS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ODYSIGHT AI INC., 12 ABBA HILLEL SILVER RD 3. Date of Earliest Transaction (Month/Day/Year) 03/25/2026 (Street) RAMAT GAN 5250606 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock(1) 03/25/2026 M 2,352,941(2) A $5.5 4,705,882 I Held through Phoenix Insurance Company Ltd. Common Stock 03/25/2026 F 2,081,044(2) D $5.5 2,624,838 I Held through Phoenix Insurance Company Ltd. Common Stock 2,959,143(3) I Held through M.Arkin (1999) Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to purchase common stock(1)

$5.5

03/25/2026

M

2,352,941

03/27/2023

03/26/2026

Common Stock

2,352,941

$ 0

0

I

Held through Phoenix Insurance Company Ltd.

Warrants to purchase common stock

$10.35

03/29/2021

03/31/2026

Common Stock

222,223(3)

$10.35

I

Held through M. Arkin (1999) Ltd.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Arkin Moshe C/O ODYSIGHT AI INC. 12 ABBA HILLEL SILVER RD RAMAT GAN 5250606	X	X

Signatures

/s/ Einav Brenner, Attorney-in-Fact		03/27/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The cashless exercise of the warrant to purchase common stock was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors.
(2)	On March 25, 2026, Phoenix Insurance Company Ltd. exercised a warrant to purchase 2,352,941 shares of the Issuer's common stock for $5.50 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer withholding 2,081,044 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 271,897 shares.
(3)	No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this Form 4 for informational purposes only.
Remarks: Exhibit 24.1: Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.