Odysight.ai (ODYS) S-1/A 24 Jan 25 IPO registration (amended) Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2024
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Registrant Name	Odysight.ai Inc.
Entity Central Index Key	0001577445
Entity Tax Identification Number	47-4257143
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Suite 7A
Entity Address, Address Line Two	Industrial Park
Entity Address, Address Line Three	P.O. Box 3030
Entity Address, City or Town	Omer, Israel
Entity Address, Postal Zip Code	8496500
City Area Code	+972
Local Phone Number	73 370-4690
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	112 North Curry St.
Entity Address, City or Town	Carson City, Nevada
Entity Address, Postal Zip Code	89703
City Area Code	(775)
Local Phone Number	882-1013
Contact Personnel Name	State Agent and Transfer Syndicate, Inc.

Interim Condensed Consolidated

Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 20,906	$ 8,945	$ 10,099
Restricted cash	318
Short terms deposits		8,096	3,047
Accounts receivable	912	1,372	60
Inventory	328	504	630
Other current assets	634	432	281
Total current assets	23,098	19,349	14,117
NON-CURRENT ASSETS:
Contract fulfillment assets	1,123	1,256	1,495
Property and equipment, net	423	477	648
Operating lease right-of-use assets	1,154	1,380	307
Severance pay asset	279	271	328
Other non-current assets	96	96
Total non-current assets	3,075	3,480	2,778
TOTAL ASSETS	26,173	22,829	16,895
CURRENT LIABILITIES:
Accounts payable	301	287	297
Contract liabilities - short term	615	527	1,426
Operating lease liabilities - short term	468	470	199
Accrued compensation expenses	1,152	546	365
Total current liabilities	2,924	2,082	2,559
NON-CURRENT LIABILITIES:
Contract liabilities - long term	1,479	1,795	2,218
Operating lease liabilities - long term	601	856	64
Liability for severance pay	255	261	268
Other non-current liabilities		28
Total non-current liabilities	2,335	2,940	2,550
TOTAL LIABILITIES	5,259	5,022	5,109
SHAREHOLDERS’ EQUITY:
Common stock, $0.001 par value; 300,000,000 shares authorized as of September 30, 2024, and December 31, 2023, 12,607,516 and 10,443,768 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	13	10	7
Additional paid-in capital	63,319	52,004	36,541
Accumulated deficit	(42,418)	(34,207)	(24,762)
TOTAL SHAREHOLDERS’ EQUITY	20,914	17,807	11,786
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	26,173	22,829	16,895
Related Party [Member]
CURRENT LIABILITIES:
Other current liabilities	51	41	58
Nonrelated Party [Member]
CURRENT LIABILITIES:
Other current liabilities	$ 337	$ 211	$ 214

Interim Condensed Consolidate_2

Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000	300,000,000
Common stock, shares issued	12,607,516	10,443,768	7,121,737
Common stock, shares outstanding	12,607,516	10,443,768	7,121,737

Interim Condensed Consolidate_3

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
REVENUES	$ 1,292	$ 110	$ 2,660	$ 1,087	$ 3,033	$ 665
COST OF REVENUES	887	321	1,964	1,648	2,524	1,631
GROSS PROFIT (LOSS)	405	(211)	696	(561)	509	(966)
RESEARCH AND DEVELOPMENT EXPENSES	1,730	1,354	4,705	4,107	5,602	4,197
SALES AND MARKETING EXPENSES	347	208	806	877	1,109	699
GENERAL AND ADMINISTRATIVE EXPENSES	1,344	1,099	3,929	3,225	4,431	3,577
OPERATING LOSS	(3,016)	(2,872)	(8,744)	(8,770)	(10,633)	(9,439)
OTHER INCOME				10	200	30
FINANCING INCOME, NET	149	330	533	656	988	(59)
LOSS BEFORE TAXES ON INCOME					(9,445)	(9,468)
TAXES ON INCOME
NET LOSS	$ (2,867)	$ (2,542)	$ (8,211)	$ (8,104)	$ (9,445)	$ (9,468)
Net loss per ordinary share basic	$ (0.23)	$ (0.24)	$ (0.74)	$ (0.86)	$ (0.98)	$ (1.33)
Net loss per ordinary share diluted	$ (0.23)	$ (0.24)	$ (0.74)	$ (0.86)	$ (0.98)	$ (1.33)
Weighted average ordinary shares basic	12,255	10,439	11,054	9,395	9,668	7,122
Weighted average ordinary shares diluted	12,255	10,439	11,054	9,395	9,668	7,122

Interim Condensed Consolidate_4

Interim Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]		Additional Paid-in Capital [Member]		Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 7		$ 34,903		$ (15,294)	$ 19,616
Balance, shares at Dec. 31, 2021	7,122
Stock based compensation			1,638			1,638
Net loss					(9,468)	(9,468)
Balance at Dec. 31, 2022	$ 7		36,541		(24,762)	11,786
Balance, shares at Dec. 31, 2022	7,122
Stock based compensation			1,056			1,056
Issuance of shares upon RSU vesting		[1]		[1]
Issuance of shares upon RSU vesting, shares	25
Issuance expenses	$ 3		13,818			13,821
Issuance of shares and warrants, shares	3,294
Net loss					(8,104)	(8,104)
Balance at Sep. 30, 2023	$ 10		51,415		(32,866)	18,559
Balance, shares at Sep. 30, 2023	10,441
Balance at Dec. 31, 2022	$ 7		36,541		(24,762)	11,786
Balance, shares at Dec. 31, 2022	7,122
Stock based compensation			1,664			1,664
Issuance of shares upon RSU vesting				[2]
Issuance of shares upon RSU vesting, shares	28
Issuance expenses	$ 3		13,799			13,802
Issuance of shares and warrants, shares	3,294
Net loss					(9,445)	(9,445)
Balance at Dec. 31, 2023	$ 10		52,004		(34,207)	17,807
Balance, shares at Dec. 31, 2023	10,444
Balance at Jun. 30, 2023	$ 10		51,110		(30,324)	20,796
Balance, shares at Jun. 30, 2023	10,437
Stock based compensation			371			371
Issuance of shares upon RSU vesting		[1]		[1]
Issuance of shares upon RSU vesting, shares	4
Issuance expenses			(66)			(66)
Net loss					(2,542)	(2,542)
Balance at Sep. 30, 2023	$ 10		51,415		(32,866)	18,559
Balance, shares at Sep. 30, 2023	10,441
Balance at Dec. 31, 2023	$ 10		52,004		(34,207)	17,807
Balance, shares at Dec. 31, 2023	10,444
Stock based compensation			1,500			1,500
Issuance of shares upon RSU vesting		[3]		[3]
Issuance of shares upon RSU vesting, shares	19
Net loss					(8,211)	(8,211)
Issuance of shares	$ 3		9,815			9,818
Issuance of shares, shares	2,145
Balance at Sep. 30, 2024	$ 13		63,319		(42,418)	20,914
Balance, shares at Sep. 30, 2024	12,608
Balance at Jun. 30, 2024	$ 10		52,967		(39,551)	13,426
Balance, shares at Jun. 30, 2024	10,458
Stock based compensation			537			537
Issuance of shares upon RSU vesting		[3]		[3]
Issuance of shares upon RSU vesting, shares	5
Net loss					(2,867)	(2,867)
Issuance of shares	$ 3		9,815			9,818
Issuance of shares, shares	2,145
Balance at Sep. 30, 2024	$ 13		$ 63,319		$ (42,418)	$ 20,914
Balance, shares at Sep. 30, 2024	12,608
[1]Represents an amount less than $1 thousand[2]Represents an amount less than $1 thousand.[3]Represents an amount less than $1 thousand

Interim Condensed Consolidate_5

Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,867)	$ (2,542)	$ (8,211)	$ (8,104)	$ (9,445)	$ (9,468)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation	28	47	92	239	284	251
Stock based compensation	537	371	1,500	1,056	1,664	1,638
Loss (Profit) from exchange differences on cash and cash equivalents	(29)	11	11	64	(159)	269
Interest and exchange differences from operating lease liability	13	(56)	(29)	(78)		(49)
Severance pay asset and liability	(1)	(1)	(14)	53	50	(8)
Interest income in respect of deposits		167	96	(22)	(49)	(34)
Changes in operating assets and liability items:
Decrease (increase) in accounts receivable	(154)	158	460	60	(1,312)	(52)
Decrease (increase) in inventory	111	(58)	176	(152)	126	(463)
Decrease in operating lease liability	(114)	(115)	(340)	(225)	(391)	(233)
Decrease in right-of-use asset	111	117	338	211	381	261
Decrease (increase)in other current and non-current assets	23	95	(202)	(292)	(247)	162
Increase (decrease) in accounts payable	9	(481)	14	(4)	(10)	194
Decrease in contract fulfillment assets	13	60	133	179	239	180
Decrease in current and non-current contract liabilities	(101)	(110)	(228)	(793)	(1,322)	1,224
Increase in accrued compensation expenses	187	307	606	396	181	10
Increase (decrease) in related parties	9	5	10	(6)	(17)	19
Increase (decrease) in other current and non-current liabilities	26	(230)	66	80	18	4
Net cash flows used in operating activities	(2,199)	(2,255)	(5,522)	(7,338)	(10,009)	(6,095)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(8)	(37)	(38)	(94)	(113)	(118)
Withdrawal of short terms deposits		15,000	8,000	18,000	21,500	14,500
Investment in short term deposits				(18,500)	(26,500)	(6,500)
Net cash flows provided by (used in) investing activities	(8)	14,963	7,962	(594)	(5,113)	7,882
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares and warrants	9,850	(78)	9,850	13,835	13,809
Net cash flows provided by (used in) financing activities	9,850	(78)	9,850	13,835	13,809
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	7,643	12,630	12,290	5,903	(1,313)	1,787
BALANCE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	13,552	3,319	8,945	10,099	10,099	8,581
LOSS (PROFIT) FROM EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	29	(11)	(11)	(64)	159	(269)
BALANCE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE PERIOD	21,224	15,938	21,224	15,938	8,945	10,099
Non cash activities
Right-of-use assets obtained in exchange for operating lease liabilities	47	1,112	167	1,577	1,506	155
Termination of right-of-use assets in exchange for cancellation of operating lease obligations		$ (27)	$ (55)	$ (52)	$ (52)

GENERAL

GENERAL	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GENERAL	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. The Company’s wholly owned subsidiary, Odysight.ai Ltd (“Odysight.ai”), formerly known as ScoutCam Ltd., was incorporated in the State of Israel on January 3, 2019, and was merged into the Company on December 31, 2019, in a share exchange transaction, following which the surviving operations of the merged entity were the operations of Odysight.ai. On February 28, 2024, D. VIEW Ltd., a wholly owned subsidiary of the Company, was incorporated in the State of Israel to act as a local representative for the defense market in Israel. The Company, through its subsidiaries, provides image-based platform solutions for the Predictive Maintenance (PdM) and Condition Based Monitoring (CBM) markets with its visualization and AI platform. The Company’s video sensor-based platform provides solutions for critical systems in the aviation, transportation, and energy industries. Its video-based sensors, embedded software, and AI algorithms are deployed in hard-to-reach locations and harsh environments across a variety of PdM and CBM use cases and allow maintenance and operations teams visibility into areas which are inaccessible under normal operation, or where the operating ambience is not suitable for continuous real-time monitoring. Some of the Company’s products utilize micro visualization technology in medical devices for minimally invasive medical procedures. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL b Since the incorporation of Odysight.ai and through September 30, 2024, the Company accumulated a deficit of approximately $ 42.4	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 60 During 2020-2023 Medigus decreased its holdings in the Company such that as of March 31, 2023, Medigus owned 18.45 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 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. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES a. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. b. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. c. 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 on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment and stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES d. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. With the commencement of development and customization contracts during the nine-month period ended September 30, 2024, in which the performance obligation is satisfied over time, the Company measures the progress of the activities using the input method, based on the effort expended relative to the estimated total effort to satisfy the performance obligation. e. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements.	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND 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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : 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 10 % Computers and computer software 33 % 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 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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : 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) Revenue 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) Revenue 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: ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : (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 Revenue Revenues 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 Revenue 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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : 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 Research 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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES 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.

SHORT-TERM DEPOSITS

SHORT-TERM DEPOSITS	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SHORT-TERM DEPOSITS	NOTE 3 - SHORT-TERM DEPOSITS Short term deposits as of December 31, 2023 bearing annual interest rates of 7.2 6.3 12

INVENTORY

INVENTORY	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
INVENTORY	NOTE 7 - INVENTORY Composed as follows: SCHEDULE OF INVENTORY September 30, December 31, 2024 2023 USD in thousands Raw materials and supplies 290 445 Work in progress 37 34 Finished goods 1 25 Inventory Net 328 504 During the period ended September 30, 2024, no	NOTE 4 - INVENTORY SCHEDULE OF INVENTORY 2023 2022 December 31, 2023 2022 USD in thousands Raw materials and supplies 445 438 Work in progress 34 148 Finished goods 25 44 Inventory Net 504 630 During the years 2023 and 2022, no

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 5 - PROPERTY AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET 2023 2022 December 31, 2023 2022 USD in thousands Cost: Machinery and laboratory equipment 626 619 Leasehold improvements, office furniture and equipment 171 351 Computers and computer software 237 182 Total property and equipment, gross 1,034 1,152 Less: accumulated deprecation (557 ) (504 ) Total property and equipment, net 477 648 Depreciation expenses were $ 284 251 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
OTHER CURRENT LIABILITIES	NOTE 4 – OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, December 31, 2024 2023 USD in thousands Accrued expenses 209 132 Other current liabilities 128 79 Total other current liabilities 337 211	NOTE 6 – OTHER CURRENT LIABILITIES SCHEDULE OF OTHER ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 USD in thousands Government authorities 52 - Accrued expenses 132 214 Other payables 27 - Total other accrued expenses 211 214

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	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 December 31, 2023 2022 USD in thousands Operating 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 c. Available carryforward tax losses: As of December 31, 2023, the Company has an accumulated tax loss carryforward of approximately $ 25,006 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 740 229 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 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 340 100 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTIES

RELATED PARTIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 9 – RELATED PARTIES a. Balances with related parties: SCHEDULE OF BALANCES WITH RELATED PARTIES September 30, December 31, USD in thousands Directors (directors’ accrued compensation) 51 31 Smartec R&D Ltd. (see b below) - 10 Related parties 51 41 b. During nine months ended September 30, 2023, the Company received development services from Smartec R&D Ltd., a company owned by the Company’s former CTO. Total compensation paid to Smartec R&E Ltd. during the nine months ended September 30, 2023, was approximately $ 29	NOTE 8 – RELATED PARTIES a. Related Parties Balances: SCHEDULE OF BALANCES WITH RELATED PARTIES 2023 2022 December 31, 2023 2022 USD in thousands Directors (directors’ accrued compensation) 31 48 Smartec R&D Ltd. (see note 8b) 10 10 Related parties 41 58 b. During 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 29

EQUITY

EQUITY	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
EQUITY	NOTE 5 – EQUITY a. Private Placement 1. On March 29, 2021, the Company issued to certain investors, including Moshe (Mori) Arkin, a major stockholder and director of the Company, an aggregate of 2,469,156 20 Each such unit consisted of (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of the Company’s common stock with an exercise price of $ 10.35 March 31, 2026 135 2. On March 16, 2023, the Company entered into stock purchase agreements for a private placement with (i) Moshe (Mori) Arkin and (ii) The Phoenix Insurance Company Ltd. (“Phoenix Insurance”) and Shotfut Menayot Israel – Phoenix Amitim (“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 million. Each unit consisted of: (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of the Company’s common stock with an exercise price of $ 5.50 3. On July 16, 2024, the Company issued 2,144,583 4.80 10.3 Warrants: As of September 30, 2024, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Exercise Price Number of Issuance Expiration Per Share Underlying Warrant Date Date ($) Common Stocks March 2021 Warrants March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrants March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – EQUITY b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “2020 Plan”). The 2020 Plan initially included a pool of 580,890 64,099 401,950 777,778 1,000,000 In June 2024, the Company’s Board of Directors approved the 2024 Share Incentive Plan (the “2024 Plan”). The 2024 Plan initially included a pool of 234,484 In July, 2024, the Company’s Board of Directors approved an increase to the 2024 Plan’s option pool by an additional 850,000 The 2020 Plan and 2024 Plan each provide for the grant of stock options (including incentive stock options and nonqualified stock options), shares of common stock, restricted shares, restricted share units, and other share-based awards. Stock option activity: During nine months ended September 30, 2024, the Company granted 91,000 669,500 The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF FAIR VALUE OF OPTIONS ESTIMATED ASSUMPTIONS Nine months ended September 30, 2024 Underlying value of ordinary shares ($) 5.55 5.70 Exercise price ($) 4.5 4.8 Expected volatility (%) 101 % Term of the options (years) 7 Risk-free interest rate 3.51 4.23 % The cost of the benefit embodied in the options granted during the nine months ended September 30, 2024, based on their fair value as of the grant date, is estimated to be approximately $ 3,692 The following table summarizes stock option activity for the nine months ended September 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2024 Weighted average Number of exercise Options price $ Outstanding at beginning of period 2,455,069 3.46 Granted 760,500 4.76 Forfeited (23,335 ) 3 Outstanding at end of period 3,192,234 3.77 Vested at end of period 1,573,336 3.47 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – EQUITY Restricted stock unit (“RSU”) activity The Company from time to time has granted RSUs to its employees and service provider pursuant to the 2020 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 following table summarizes RSU activity for the nine months ended September 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2024 Weighted Average Number of Grant Date Fair Value RSUs per Share $ Outstanding at beginning of period 39,585 4.08 Granted - - Forfeited - - Vested (19,165 ) 4.34 Unvested and Outstanding at end of period 20,420 3.84 The following table sets forth the total stock-based payment expenses resulting from options and RSUs granted, included in the statements of operation and comprehensive income: SCHEDULE OF STOCK-BASED PAYMENT EXPENSE 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Unaudited USD in thousands Cost of revenues 23 11 6 6 Research and development 402 323 177 58 Sales and marketing expenses 151 83 56 21 General and administrative 924 639 298 286 Total expenses 1,500 1,056 537 371 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	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 0.001 300,000,000 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 20 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 March 31, 2026 135 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 4.25 14,000,000 0.001 5.50 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – EQUITY Warrants: As of December 31, 2023, the Company had the following outstanding warrants to purchase common stock: SCHEDULE 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 64,099 401,950 777,778 1,000,000 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. During 2022, the Company granted 479,000 During 2023, the Company granted 986,000 Options granted generally have a contractual term of seven years three four years NOTE 9 – EQUITY Stock Option Activity The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ 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 5.04 312 Options Exercisable - December 31, 2023 1,163,201 3.39 3.57 268 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 on underlying value of shares of $ 3 3 4.5 88 90 7 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 1.38 During 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 During 2023 the Company’s Board of Directors authorized the grant of options to purchase 260,000 During 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 Compensation 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 1,638 c. Restricted stock unit (“RSU”) to employees and service providers: During the year ended December 31, 2023, the Company granted 25,000 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 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 3 - 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 1.15 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: SCHEDULE OF STOCK-BASED PAYMENT EXPENSE 2023 2022 Year ended on 2023 2022 USD in thousands Cost of revenues 22 29 Research and development 522 576 Sales and marketing expenses 126 130 General and administrative 994 903 Total expenses 1,664 1,638 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

REVENUES

REVENUES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 6 – REVENUES SCHEDULE OF DISAGGREGATION OF REVENUE Disaggregation of revenue 2024 2023 2024 2023 Nine months ended Three months ended September 30, September 30, 2024 2023 2024 2023 USD in thousands USD in thousands Development Services ( * 843 317 548 105 Products 1,817 770 744 5 Total Revenues 2,660 1,087 1,292 110 (*) During the second quarter of 2022, the Company completed the development of 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 nine months ended September 30, 2024, the Company recognized development services revenues in the amount of $317 thousand and related development costs previously deferred in the amount of $180 thousand. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at seven years. (*) During the second quarter of 2022, the Company completed the development of 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 nine months ended September 30, 2024, the Company recognized development services revenues in the amount of $ 317 180 seven years In addition, the Company recognized product revenues of $ 1,731 During the nine months ended September 30, 2024 the Company recognized development services revenues in the amount of $ 526 Contract fulfillment assets and Contract liabilities: The Company’s contract fulfillment assets and contract liabilities as of September 30, 2024, and December 31, 2023, were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES September 30, December 31, 2024 2023 USD in thousands Contract fulfillment assets 1,123 1,256 Contract liabilities 2,094 2,322 Contract liabilities include deferred service and advance payments. The change in contract fulfillment assets: September 30, December 31, 2024 2023 USD in thousands Balance at beginning of the period 1,256 1,495 Contract costs deferred during the period 47 Contract costs recognized during the period (180 ) (239 ) Balance at end of the period 1,123 1,256 The change in contract liabilities: September 30, December 31, 2024 2023 USD in thousands Balance at beginning of the period 2,322 3,644 Revenue deferred during the period 161 - Revenue recognized during the period (389 ) (1,322 ) Balance at end of the period 2,094 2,322 Remaining Performance Obligations Remaining Performance Obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be invoiced and recognized as revenue in future periods. As of September 30, 2024, the total RPO amounted to approximately $ 16.0 million. The total RPO amount includes an amount exceeding $ 10 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	NOTE 10 – REVENUES 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 SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Year ended on 2023 2022 USD in thousands Development Services (customer A) ( * ) 422 317 Products 2,611 348 Revenue 3,033 665 (*) During 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 $ 422 239 7 years In addition, following the commencement of the production phase, the Company recognized product revenues of $ 2,514 b. Revenues by geographical area (based on the location of customers) The following is a summary of revenues within geographic areas: SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS 2023 2022 Year ended on 2023 2022 USD in thousands United States 2,983 553 United Kingdom 4 65 I srael 27 - Other 19 47 Revenue 3,033 665 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): SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE Year ended on December 31, 2023 2022 USD in thousands Customer A 2,977 538 Customer B - 65 d. Contract fulfillment assets and Contract liabilities: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES 2023 2022 December 31, 2023 2022 USD in thousands 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 December 31, 2023 2022 USD in thousands 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 December 31, 2023 2022 USD in thousands 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 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

LEASES

LEASES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Leases
LEASES	NOTE 3 – LEASES a. Omer office space In December 2020, Odysight.ai entered into a lease agreement for office space in Omer, Israel (the “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 (the “Additional Space”), with the term for such agreement 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 expects that the lease period for the Original Space will be three years. Monthly lease payments under the agreement for the Original Space are approximately $ 7 b. Ramat Gan office space In May 2023, Odysight.ai entered into a 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. 25 Odysight.ai subleases part of the office space in Ramat Gan to a third party for approximately $ 7 c. The Company leases vehicles under various operating lease agreements. Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Unaudited USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 443 262 146 143 As of September 30, 2024, the Company’s operating leases had a weighted average remaining lease term of 0.78 6 12.8 The maturities of lease liabilities under operating leases as of September 30, 2024, are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2024 147 Remainder of fiscal year 147 2025 552 Year 1 552 2026 447 Year 2 447 2027 157 Year 3 157 Total future lease payments 1,303 Less imputed interest (234 ) Total lease liability balance 1,069 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	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 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 . 3 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 Odysight.ai subleases part of the additional office space in Ramat Gan to an unrelated third party for approximately $ 7 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 1,326 On December 31, 2022, the Group’s ROU assets and lease liabilities for operating leases totaled $ 307 263 Operating lease expenses were $ 403 264 Supplemental cash flow information related to operating leases during the period presented was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 479 261 Lease term and discount rate related to operating leases as of the period presented were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES December 31, 2023 2022 USD in thousands Weighted-average remaining lease term (in years) 0.89 0.84 Weighted-average discount rate- leases vehicles 6 % 6 % Weighted-average discount rate- leases offices 12.8 % 6 % The maturities of lease liabilities under operating leases as of December 31, 2023 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands Remainder of fiscal year 2024 572 2025 528 2026 403 2027 156 Year 4 156 Total undiscounted lease payments 1,659 Less: Imputed interest (333 ) Total lease liabilities 1,326

RESEARCH AND DEVELOPMENT EXPENS

RESEARCH AND DEVELOPMENT EXPENSES	12 Months Ended
	Dec. 31, 2023
Research and Development [Abstract]
RESEARCH AND DEVELOPMENT EXPENSES	NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Salaries and related expense 3,561 2,034 Stock-based compensation 521 576 Materials and subcontractors 767 1,030 Depreciation 164 163 Travel expenses 41 73 Vehicle expenses 110 75 Rent and maintenance and other expenses 438 246 Research and Development expenses 5,602 4,197

SALES AND MARKETING EXPENSES

SALES AND MARKETING EXPENSES	12 Months Ended
	Dec. 31, 2023
Sales And Marketing Expenses
SALES AND MARKETING EXPENSES	NOTE 13 – SALES AND MARKETING EXPENSES SCHEDULE OF SALES AND MARKETING EXPENSES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Salaries and related expense 142 213 Stock-based compensation 126 132 Business development and marketing 667 323 Exhibitions 152 - Vehicle expenses 15 22 Other expenses 7 9 Sales And Marketing Expenses 1,109 699

GENERAL AND ADMINISTRATIVE EXPE

GENERAL AND ADMINISTRATIVE EXPENSES	12 Months Ended
	Dec. 31, 2023
General And Administrative Expenses
GENERAL AND ADMINISTRATIVE EXPENSES	NOTE 14 – GENERAL AND ADMINISTRATIVE EXPENSES SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Salaries and related expense 1,132 1,027 Stock-based compensation 994 903 Professional services 1,037 859 Patents 486 292 Depreciation 56 34 Insurance 182 337 Vehicle expenses 100 73 Rent and maintenance and other expenses 444 181 VAT provision (note 7e) - (129 ) General and Administrative expenses 4,431 3,577

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 - 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 an IIA relating to the program, the Company is required to pay royalties of 3% to the IIA up to the amount of IIA funding received and the accrued interest repayment of the grant. Such repayment is contingent upon the Company successfully completing its enhancement plans and generating sales from the enhancements preformed	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 During the year ended December 31, 2023 grants of $ 60

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company identified no subsequent events as of the date that the financial statements were issued.	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.

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
LOSS PER SHARE	NOTE 8 – LOSS PER SHARE Basic loss per share is computed by dividing the net loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares as described below. In computing the Company’s diluted loss per share, the numerator used in the basic loss per share computation is adjusted for the dilutive effect, if any, of the Company’s potential shares of common stock. The denominator for diluted loss per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period.

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	a. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.	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.
Use of estimates	c. 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 on an ongoing basis its assumptions, including those related to contingencies, deferred taxes, inventory impairment and stock-based compensation, as well as in estimates used in applying the revenue recognition policy. Actual results may differ from those estimates. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	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.
Functional currency		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.
Cash and Cash Equivalents		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.
Short-term bank deposits		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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES :
Accounts receivable		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.
Property and equipment		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 10 % Computers and computer software 33 % Leasehold improvements Over the shorter of the lease term (including options if any) or useful life
Severance pay		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 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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES :
Stock-Based Compensation		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.
Inventories		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.
Revenue recognition		k. Revenue recognition a) Revenue 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) Revenue 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: ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES : (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 Revenue Revenues 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 Revenue 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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES :
Cost of revenues		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.
Research and development costs		m. Research and development costs Research and development costs are expensed as incurred and includes salaries and employee-related expenses, overhead expenses, material, and third-party contractors’ charges.
Income taxes		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.
Legal contingencies		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. ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basic and diluted net loss per share of common stock		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.
Leases		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.
Recent Accounting Pronouncements	e. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Group’s condensed consolidated financial statements.	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.
Principles of Consolidation	b. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies	d. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. With the commencement of development and customization contracts during the nine-month period ended September 30, 2024, in which the performance obligation is satisfied over time, the Company measures the progress of the activities using the input method, based on the effort expended relative to the estimated total effort to satisfy the performance obligation.

BASIS OF PRESENTATION AND SIG_3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES	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 10 % Computers and computer software 33 % Leasehold improvements Over the shorter of the lease term (including options if any) or useful life

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Composed as follows: SCHEDULE OF INVENTORY September 30, December 31, 2024 2023 USD in thousands Raw materials and supplies 290 445 Work in progress 37 34 Finished goods 1 25 Inventory Net 328 504	SCHEDULE OF INVENTORY 2023 2022 December 31, 2023 2022 USD in thousands Raw materials and supplies 445 438 Work in progress 34 148 Finished goods 25 44 Inventory Net 504 630

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET	Property, plant and equipment, net consisted of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET 2023 2022 December 31, 2023 2022 USD in thousands Cost: Machinery and laboratory equipment 626 619 Leasehold improvements, office furniture and equipment 171 351 Computers and computer software 237 182 Total property and equipment, gross 1,034 1,152 Less: accumulated deprecation (557 ) (504 ) Total property and equipment, net 477 648

OTHER CURRENT LIABILITIES (Tabl

OTHER CURRENT LIABILITIES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER ACCRUED EXPENSES		SCHEDULE OF OTHER ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 USD in thousands Government authorities 52 - Accrued expenses 132 214 Other payables 27 - Total other accrued expenses 211 214
SCHEDULE OF OTHER CURRENT LIABILITIES	SCHEDULE OF OTHER CURRENT LIABILITIES September 30, December 31, 2024 2023 USD in thousands Accrued expenses 209 132 Other current liabilities 128 79 Total other current liabilities 337 211

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET	SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET 2023 2022 December 31, 2023 2022 USD in thousands Operating 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 - -

RELATED PARTIES (Tables)

RELATED PARTIES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
SCHEDULE OF BALANCES WITH RELATED PARTIES	SCHEDULE OF BALANCES WITH RELATED PARTIES September 30, December 31, USD in thousands Directors (directors’ accrued compensation) 51 31 Smartec R&D Ltd. (see b below) - 10 Related parties 51 41	SCHEDULE OF BALANCES WITH RELATED PARTIES 2023 2022 December 31, 2023 2022 USD in thousands Directors (directors’ accrued compensation) 31 48 Smartec R&D Ltd. (see note 8b) 10 10 Related parties 41 58

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK	As of September 30, 2024, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Exercise Price Number of Issuance Expiration Per Share Underlying Warrant Date Date ($) Common Stocks March 2021 Warrants March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrants March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273	As of December 31, 2023, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Number of Shares of Exercise Price common stock Issuance Expiration Per Share Underlying Warrant Date Date ($) 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
SCHEDULE OF STOCK OPTION ACTIVITY	The following table summarizes stock option activity for the nine months ended September 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2024 Weighted average Number of exercise Options price $ Outstanding at beginning of period 2,455,069 3.46 Granted 760,500 4.76 Forfeited (23,335 ) 3 Outstanding at end of period 3,192,234 3.77 Vested at end of period 1,573,336 3.47	The following summarizes stock option activity: SCHEDULE OF STOCK OPTION ACTIVITY Amount of options Weighted average exercise price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) $ $ 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 5.04 312 Options Exercisable - December 31, 2023 1,163,201 3.39 3.57 268
SCHEDULE OF STOCK-BASED PAYMENT EXPENSE	The following table sets forth the total stock-based payment expenses resulting from options and RSUs granted, included in the statements of operation and comprehensive income: SCHEDULE OF STOCK-BASED PAYMENT EXPENSE 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Unaudited USD in thousands Cost of revenues 23 11 6 6 Research and development 402 323 177 58 Sales and marketing expenses 151 83 56 21 General and administrative 924 639 298 286 Total expenses 1,500 1,056 537 371	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: SCHEDULE OF STOCK-BASED PAYMENT EXPENSE 2023 2022 Year ended on 2023 2022 USD in thousands Cost of revenues 22 29 Research and development 522 576 Sales and marketing expenses 126 130 General and administrative 994 903 Total expenses 1,664 1,638
SCHEDULE OF FAIR VALUE OF OPTIONS ESTIMATED ASSUMPTIONS	The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF FAIR VALUE OF OPTIONS ESTIMATED ASSUMPTIONS Nine months ended September 30, 2024 Underlying value of ordinary shares ($) 5.55 5.70 Exercise price ($) 4.5 4.8 Expected volatility (%) 101 % Term of the options (years) 7 Risk-free interest rate 3.51 4.23 %
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF STOCK OPTION ACTIVITY	The following table summarizes RSU activity for the nine months ended September 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2024 Weighted Average Number of Grant Date Fair Value RSUs per Share $ Outstanding at beginning of period 39,585 4.08 Granted - - Forfeited - - Vested (19,165 ) 4.34 Unvested and Outstanding at end of period 20,420 3.84	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 3 - Forfeited (7,501 ) 7.2 Vested (27,914 ) 6.28 - Unvested and Outstanding - December 31, 2023 39,585 4.08 6.30

REVENUES (Tables)

REVENUES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
SCHEDULE OF DISAGGREGATION OF REVENUE	SCHEDULE OF DISAGGREGATION OF REVENUE Disaggregation of revenue 2024 2023 2024 2023 Nine months ended Three months ended September 30, September 30, 2024 2023 2024 2023 USD in thousands USD in thousands Development Services ( * 843 317 548 105 Products 1,817 770 744 5 Total Revenues 2,660 1,087 1,292 110 (*) During the second quarter of 2022, the Company completed the development of 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 nine months ended September 30, 2024, the Company recognized development services revenues in the amount of $317 thousand and related development costs previously deferred in the amount of $180 thousand. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at seven years. (*) During the second quarter of 2022, the Company completed the development of 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 nine months ended September 30, 2024, the Company recognized development services revenues in the amount of $ 317 180 seven years In addition, the Company recognized product revenues of $ 1,731 During the nine months ended September 30, 2024 the Company recognized development services revenues in the amount of $ 526	SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Year ended on 2023 2022 USD in thousands Development Services (customer A) ( * ) 422 317 Products 2,611 348 Revenue 3,033 665 (*) During 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 $ 422 239 7 years In addition, following the commencement of the production phase, the Company recognized product revenues of $ 2,514
SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS		The following is a summary of revenues within geographic areas: SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS 2023 2022 Year ended on 2023 2022 USD in thousands United States 2,983 553 United Kingdom 4 65 I srael 27 - Other 19 47 Revenue 3,033 665
SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE		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): SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE Year ended on December 31, 2023 2022 USD in thousands Customer A 2,977 538 Customer B - 65
SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES	The Company’s contract fulfillment assets and contract liabilities as of September 30, 2024, and December 31, 2023, were as follows: SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES September 30, December 31, 2024 2023 USD in thousands Contract fulfillment assets 1,123 1,256 Contract liabilities 2,094 2,322 Contract liabilities include deferred service and advance payments. The change in contract fulfillment assets: September 30, December 31, 2024 2023 USD in thousands Balance at beginning of the period 1,256 1,495 Contract costs deferred during the period 47 Contract costs recognized during the period (180 ) (239 ) Balance at end of the period 1,123 1,256 The change in contract liabilities: September 30, December 31, 2024 2023 USD in thousands Balance at beginning of the period 2,322 3,644 Revenue deferred during the period 161 - Revenue recognized during the period (389 ) (1,322 ) Balance at end of the period 2,094 2,322	SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES 2023 2022 December 31, 2023 2022 USD in thousands Contract fulfillment assets 1,256 1,495 Contract liabilities 2,322 3,644 The change in contract fulfillment assets: 2023 2022 December 31, 2023 2022 USD in thousands 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 December 31, 2023 2022 USD in thousands 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

LEASES (Tables)

LEASES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Leases
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES	Supplemental cash flow information related to operating leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Unaudited USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 443 262 146 143	Supplemental cash flow information related to operating leases during the period presented was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 479 261
SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES		Lease term and discount rate related to operating leases as of the period presented were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES December 31, 2023 2022 USD in thousands Weighted-average remaining lease term (in years) 0.89 0.84 Weighted-average discount rate- leases vehicles 6 % 6 % Weighted-average discount rate- leases offices 12.8 % 6 %
SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES	The maturities of lease liabilities under operating leases as of September 30, 2024, are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES Operating leases USD in thousands Remainder of 2024 147 Remainder of fiscal year 147 2025 552 Year 1 552 2026 447 Year 2 447 2027 157 Year 3 157 Total future lease payments 1,303 Less imputed interest (234 ) Total lease liability balance 1,069	The maturities of lease liabilities under operating leases as of December 31, 2023 are as follows: SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES USD in thousands Remainder of fiscal year 2024 572 2025 528 2026 403 2027 156 Year 4 156 Total undiscounted lease payments 1,659 Less: Imputed interest (333 ) Total lease liabilities 1,326

RESEARCH AND DEVELOPMENT EXPE_2

RESEARCH AND DEVELOPMENT EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2023
Research and Development [Abstract]
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES	SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Salaries and related expense 3,561 2,034 Stock-based compensation 521 576 Materials and subcontractors 767 1,030 Depreciation 164 163 Travel expenses 41 73 Vehicle expenses 110 75 Rent and maintenance and other expenses 438 246 Research and Development expenses 5,602 4,197

SALES AND MARKETING EXPENSES (T

SALES AND MARKETING EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2023
Sales And Marketing Expenses
SCHEDULE OF SALES AND MARKETING EXPENSES	SCHEDULE OF SALES AND MARKETING EXPENSES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Salaries and related expense 142 213 Stock-based compensation 126 132 Business development and marketing 667 323 Exhibitions 152 - Vehicle expenses 15 22 Other expenses 7 9 Sales And Marketing Expenses 1,109 699

GENERAL AND ADMINISTRATIVE EX_2

GENERAL AND ADMINISTRATIVE EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2023
General And Administrative Expenses
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES	SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES 2023 2022 Year ended December 31, 2023 2022 USD in thousands Salaries and related expense 1,132 1,027 Stock-based compensation 994 903 Professional services 1,037 859 Patents 486 292 Depreciation 56 34 Insurance 182 337 Vehicle expenses 100 73 Rent and maintenance and other expenses 444 181 VAT provision (note 7e) - (129 ) General and Administrative expenses 4,431 3,577

GENERAL (Details Narrative)

GENERAL (Details Narrative) - USD ($) $ in Thousands	Dec. 30, 2019	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accumulated deficit		$ 42,418	$ 34,207		$ 24,762
Medigus [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage				18.45%
Medigus [Member] | Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage	100%
Percentage of exchange for shares issued and outstanding share capital	60%

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL DEPRECIATION RATES (Details)	12 Months Ended
	Dec. 31, 2023
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment annual depreciation rates	10%
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment annual depreciation rates	15%
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment annual depreciation rates	10%
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment annual depreciation rates	33%
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]

BASIS OF PRESENTATION AND SIG_4

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Monthly salary percentage	8.33%

SHORT-TERM DEPOSITS (Details Na

SHORT-TERM DEPOSITS (Details Narrative)	12 Months Ended
	Dec. 31, 2023
Debt Instrument [Line Items]
Maturity term	12 months
Maximum [Member]
Debt Instrument [Line Items]
Interest rate	7.20%
Minimum [Member]
Debt Instrument [Line Items]
Interest rate	6.30%

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 290	$ 445	$ 438
Work in progress	37	34	148
Finished goods	1	25	44
Inventory Net	$ 328	$ 504	$ 630

INVENTORY (Details Narrative)

INVENTORY (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory impairment	$ 0	$ 0	$ 0

SCHEDULE OF PROPERTY, PLANT AND

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT NET (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		$ 1,034	$ 1,152
Less: accumulated deprecation		(557)	(504)
Total property and equipment, net	$ 423	477	648
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		626	619
Leasehold Improvements, Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		171	351
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross		$ 237	$ 182

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 28	$ 47	$ 92	$ 239	$ 284	$ 251

SCHEDULE OF OTHER ACCRUED EXPEN

SCHEDULE OF OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Government authorities	$ 52
Accrued expenses	132	214
Other payables	27
Total other accrued expenses	$ 211	$ 214

SCHEDULE OF COMPONENT OF DEFERR

SCHEDULE OF COMPONENT OF DEFERRED TAX ASSET (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Operating 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

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) ₪ in Thousands, $ in Thousands			1 Months Ended		12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 ILS (₪)	Jul. 31, 2022 USD ($)	Jul. 31, 2022 ILS (₪)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Operating Loss Carryforwards [Line Items]
Valuation allowance					$ 5,786	$ 4,564
Accumulated tax loss carryforward					25,006	19,239
Income tax expense (benefit)							$ 229
Israel Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)			$ 100
Israel Tax Authority [Member] | Agreement [Member]
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit) | ₪				₪ 340
Israel Tax Authority [Member] | Tax Year 2021 [Member]
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 229	₪ 740
Foreign Tax Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at federal statutory income tax rate					23%
Domestic Tax Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at federal statutory income tax rate					21%

SCHEDULE OF BALANCES WITH RELAT

SCHEDULE OF BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Directors [Member]
Related Party Transaction [Line Items]
Related parties	$ 51	$ 31	$ 48
Smartec R&D Ltd. [Member]
Related Party Transaction [Line Items]
Related parties		10	10
Related Party [Member]
Related Party Transaction [Line Items]
Related parties	$ 51	$ 41	$ 58

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Compensation expense	$ 29	$ 29	$ 117

SCHEDULE OF STOCK WARRANTS OUTS

SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Warrant March 2021 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant Issuance Date	Mar. 29, 2021	Mar. 29, 2021
Warrant Expiration Date	Mar. 31, 2026	Mar. 31, 2026
Warrant Exercise Price Per Share	$ 10.35	$ 10.35
Number of Shares of common stock Underlying Warrants	2,469,156	2,469,156
Warrant March 2023 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant Issuance Date	Mar. 27, 2023	Mar. 27, 2023
Warrant Expiration Date	Mar. 26, 2026	Mar. 26, 2026
Warrant Exercise Price Per Share	$ 5.50	$ 5.50
Number of Shares of common stock Underlying Warrants	3,294,117	3,294,117
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Shares of common stock Underlying Warrants	5,763,273	5,763,273

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Amount of options, Outstanding at beginning of period	2,455,069	1,560,040	1,253,554
Weighted average exercise price, Outstanding at beginning of period	$ 3.46	$ 3.64	$ 3.31
Weighted average grant date fair value per share, unvested and outstanding end of period		5 years 14 days	5 years 2 months 1 day	5 years 7 months 24 days
Aggregate Intrinsic Value, Outstanding at beginning of period	$ 312	$ 2,116	$ 5,884
Amount of options, Granted	760,500	986,000	479,000
Weighted average exercise price, Granted	$ 4.76	$ 3.15	$ 4.50
Amount of options, Forfeited	(23,335)	(90,971)	(172,514)
Weighted average exercise price, Forfeited	$ 3	$ 3.28	$ 3.57
Amount of options, Outstanding at end of period	3,192,234	2,455,069	1,560,040	1,253,554
Weighted average exercise price, Outstanding at end of period	$ 3.77	$ 3.46	$ 3.64	$ 3.31
Aggregate Intrinsic Value, Outstanding at end of period		$ 312	$ 2,116	$ 5,884
Options, Exercisable at end of period		1,163,201
Weighted average exercise price, Exercisable at end of period		$ 3.39
Weighted average remaning contractual term (years) exercisable at end of the period		3 years 6 months 25 days
Aggregate Intrinsic Value, Exercisable at end of period		$ 268
Amount of options, Vested at end of period	1,573,336
Weighted average exercise price, Vested at end of period	$ 3.47
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Amount of options, Outstanding at beginning of period	39,585	50,000
Weighted average grant date fair value per share, unvested and outstanding end of period		6 years 3 months 18 days	6 years 5 months 8 days
Amount of options, Granted		25,000
Amount of options, Forfeited		(7,501)
Amount of options, Outstanding at end of period		39,585	50,000
Weighted average grant date fair value per share, begining of period	$ 4.08	$ 6.32
Weighted average grant date fair value per share, granted		3
Weighted average grant date fair value per share,vested		$ 7.2
Amount of options, Vested at end of period		(27,914)
Weighted average grant date fair value per share,vested		$ 6.28
Weighted average grant date fair value per share, unvested and outstanding end of period		$ 4.08	$ 6.32
Amount of RSUs, Outstanding at beginning of period	39,585
Weighted Average Grant Date Fair Value per Share, Outstanding at beginning of period	$ 4.08
Amount of RSUs, Granted
Weighted Average Grant Date Fair Value per Share, Granted
Amount of RSUs, Forfeited
Weighted Average Grant Date Fair Value per Share, Forfeited
Amount of RSUs, Vested	(19,165)
Weighted Average Grant Date Fair Value per Share, Vested	$ 4.34
Amount of RSUs, Unvested and Outstanding at end of period	20,420	39,585
Weighted Average Grant Date Fair Value per Share, Unvested and Outstanding at end of period	$ 3.84	$ 4.08

SCHEDULE OF STOCK-BASED PAYMENT

SCHEDULE OF STOCK-BASED PAYMENT EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Total expenses	$ 537	$ 371	$ 1,500	$ 1,056	$ 1,664	$ 1,638
Cost of Sales [Member]
Total expenses	6	6	23	11	22	29
Research and Development Expense [Member]
Total expenses	177	58	402	323	522	576
Selling and Marketing Expense [Member]
Total expenses	56	21	151	83	126	130
General and Administrative Expense [Member]
Total expenses	$ 298	$ 286	$ 924	$ 639	$ 994	$ 903

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Jul. 16, 2024

Mar. 16, 2023

Mar. 29, 2021

Jun. 22, 2020

Mar. 15, 2020

Jul. 31, 2024

Feb. 29, 2020

Sep. 30, 2024

Sep. 30, 2023

Mar. 31, 2023

Jun. 30, 2021

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Jan. 20, 2021

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock shares authorized

300,000,000

300,000,000

300,000,000

300,000,000

Common stock par value, per share

$ 0.001

$ 0.001

$ 0.001

$ 0.001

Aggregate purchase price

$ 9,818

$ 9,818

Options grant during the period

760,500

986,000

479,000

Weighted average exercise price

$ 4.76

$ 3.15

$ 4.50

Underlying value of ordinary shares

$ 3

Expected volatility minimum

88%

Expected volatility maximum

90%

Term of the options (years)

7 years

7 years

Risk-free interest rate minimum

3.93%

Risk-free interest rate maximum

4.47%

Compensation expense

$ 537

$ 371

$ 1,500

$ 1,056

$ 1,664

$ 1,638

Fair value of the grant

$ 3,692

Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from sale of stock

$ 10,300

Share-Based Payment Arrangement, Option [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized

260,000

Share-Based Payment Arrangement, Option [Member] | Prof Goldwasser [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized

150,000

45,000

Equity Option [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price

$ 2.37

Stock option award cost not yet recognized

$ 1,930

Stock option award weighted average period

1 year 4 months 17 days

Restricted Stock Units (RSUs) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Options grant during the period

25,000

Fair value of the grant

$ 75

Share-based compensation arrangement by share-based payment award, options, vested in period, fair value

$ 70

Estimated average period

1 year 1 month 24 days

Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Underlying value of ordinary shares

$ 5.55

$ 5.55

Exercise price ($)

4.5

4.5

$ 3

Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Underlying value of ordinary shares

5.70

5.70

Exercise price ($)

$ 4.8

$ 4.8

$ 4.5

2020 Share Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Options grant during the period

91,000

986,000

479,000

Stock option vested term

7 years

2020 Share Incentive Plan [Member] | Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock option vested term

3 years

2020 Share Incentive Plan [Member] | Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock option vested term

4 years

Two Thousand And Twenty Four Share Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Options grant during the period

669,500

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued

2,144,583

2,145,000

2,145,000

Purchase price per share

$ 4.80

Aggregate purchase price

$ 3

$ 3

Stock Purchase Agreements [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued

3,294,117

Purchase price per share

$ 4.25

Aggregate purchase price

$ 14,000

Stock Purchase Agreements [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock par value, per share

$ 0.001

Stock Purchase Agreements [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 5.50

Board of Directors [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock shares authorized

225,000,000

Common stock par value, per share

$ 0.001

Board of Directors [Member] | 2020 Share Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Options grant during the period

64,099

850,000

1,000,000

777,778

Investment C [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued

2,469,156

Investors C [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from issuance of common stock

$ 20,000

Exercise price

$ 10.35

Warrants and rights outstanding, maturity date

Mar. 31, 2026

Common stock percent

135%

Sale of stock, description

Each such unit consisted of (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of the Company’s common stock with an exercise price of $10.35 per share.

Employees, Consultants, Directors and Other Service Providers [Member] | 2020 Share Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Options grant during the period

401,950

580,890

Employees, Consultants, Directors and Other Service Providers [Member] | Two Thousand And Twenty Four Share Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Options grant during the period

234,484

Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized

225,000

400,000

Employee and Directors [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Compensation expense

$ 1,664

$ 1,638

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended				12 Months Ended
	Sep. 30, 2024		Sep. 30, 2023		Sep. 30, 2024		Sep. 30, 2023		Dec. 31, 2023		Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total Revenues	$ 1,292		$ 110		$ 2,660		$ 1,087		$ 3,033		$ 665
Service [Member]
Disaggregation of Revenue [Line Items]
Total Revenues	548	[1]	105	[1]	843	[1]	317	[1]	422	[2]	317	[2]
Product [Member]
Disaggregation of Revenue [Line Items]
Total Revenues	$ 744		$ 5		$ 1,817		$ 770		$ 2,611		$ 348
[1]During the second quarter of 2022, the Company completed the development of 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 nine months ended September 30, 2024, the Company recognized development services revenues in the amount of $317 thousand and related development costs previously deferred in the amount of $180 thousand. The amounts were recognized based on the expected manufacturing term of the product, which the Company estimates at seven years.[2]During 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 $ 422 239 7 years

SCHEDULE OF DISAGGREGATION OF_2

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Revenues	$ 1,292	$ 110	$ 2,660	$ 1,087	$ 3,033	$ 665
Property, plant and equipment, useful life	7 years		7 years		7 years
Service [Member]
Defined Benefit Plan Disclosure [Line Items]
Revenues			$ 317		$ 422
Related Development Costs [Member]
Defined Benefit Plan Disclosure [Line Items]
Revenues			180		239
Product [Member]
Defined Benefit Plan Disclosure [Line Items]
Revenues			1,731		$ 2,514
Development And Customization Contracts [Member]
Defined Benefit Plan Disclosure [Line Items]
Revenues			$ 526

SCHEDULE OF REVENUES WITHIN GEO

SCHEDULE OF REVENUES WITHIN GEOGRAPHIC AREAS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
REVENUES	$ 1,292	$ 110	$ 2,660	$ 1,087	$ 3,033	$ 665
UNITED STATES
Disaggregation of Revenue [Line Items]
REVENUES					2,983	553
UNITED KINGDOM
Disaggregation of Revenue [Line Items]
REVENUES					4	65
ISRAEL
Disaggregation of Revenue [Line Items]
REVENUES					27
Other [Member]
Disaggregation of Revenue [Line Items]
REVENUES					$ 19	$ 47

SCHEDULE OF MAJOR CUSTOMER BREA

SCHEDULE OF MAJOR CUSTOMER BREAKDOWN OF COMPANY’S REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 1,292	$ 110	$ 2,660	$ 1,087	$ 3,033	$ 665
Customer A [Member]
Disaggregation of Revenue [Line Items]
Revenues					2,977	538
Customer B [Member]
Disaggregation of Revenue [Line Items]
Revenues						$ 65

SCHEDULE OF CONTRACT FULFILLMEN

SCHEDULE OF CONTRACT FULFILLMENT ASSETS AND CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract fulfillment assets	$ 1,123	$ 1,256	$ 1,495
Contract liabilities	2,094	2,322	3,644
Balance at beginning of the period	1,256	1,495	1,675
Contract costs recognized during the period	(180)	(239)	(180)
Balance at end of the period	1,123	1,256	1,495
Balance at beginning of the period	2,322	3,644	2,420
Deferred revenue relating to new sales			1,613
Revenue recognized during the period	(389)	(1,322)	(389)
Balance at end of the period	2,094	2,322	$ 3,644
Contract costs deferred during the period	47
Revenue deferred during the period	$ 161

REVENUES (Details Narrative)

REVENUES (Details Narrative) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue remaining performance obligation, amount	$ 16	$ 2.3
Longterm Purchase Order Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue remaining performance obligation, amount	$ 10

SCHEDULE OF SUPPLEMENTAL CASH F

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating cash flows from operating leases	$ 146	$ 143	$ 443	$ 262	$ 479	$ 261

SCHEDULE OF LEASE TERM AND DISC

SCHEDULE OF LEASE TERM AND DISCOUNT RATE RELATED TO OPERATING LEASES (Details)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Weighted-average remaining lease term (in years)	9 months 10 days	10 months 20 days	10 months 2 days
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Weighted-average discount rate	6%	6%	6%
Office Lease [Member]
Property, Plant and Equipment [Line Items]
Weighted-average discount rate	12.80%	12.80%	6%

SCHEDULE OF MATURITIES LEASE LI

SCHEDULE OF MATURITIES LEASE LIABILITIES UNDER OPERATING LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases
Remainder of fiscal year	$ 147
Year 1	552	$ 572
Year 2	447	528
Year 3	157	403
Year 4		156
Total future lease payments	1,303	1,659
Less imputed interest	(234)	(333)
Total lease liability balance	$ 1,069	$ 1,326	$ 263

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Jun. 25, 2023

May 31, 2023

Dec. 31, 2022

Mar. 31, 2021

Dec. 31, 2020

Sep. 30, 2024

Sep. 30, 2023

Mar. 31, 2021

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2020

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Lease payment

$ 7

Operating lease payments

$ 146

$ 143

$ 443

$ 262

479

$ 261

Sublease income

$ 7

Operating lease, right-of-use asset

$ 307

1,154

1,154

1,380

307

Operating lease, liability

$ 263

$ 1,069

$ 1,069

1,326

263

Operating lease expense

$ 403

$ 264

Operating lease, weighted average remaining lease term

10 months 2 days

9 months 10 days

9 months 10 days

10 months 20 days

10 months 2 days

Vehicles [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Weighted-average discount rate

6%

6%

6%

6%

6%

Office Lease [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Weighted-average discount rate

6%

12.80%

12.80%

12.80%

6%

Lease Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease description

Odysight.ai entered into a 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.

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

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

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 (the “Additional Space”), with the term for such agreement ending December 31, 2023.

Odysight.ai entered into a lease agreement for office space in Omer, Israel (the “Original Space”), with the 36-month term for such agreement beginning on January 1, 2021.

Operating lease payments

$ 25

$ 3

$ 7

Sublease income

$ 7

Option to extend

the lease for the original space will be extended for an additional five years until December 31, 2028.

Option to terminate

It was also agreed that Odysight.ai has an option to terminate the agreement for the Original Space after three years. Odysight.ai expects that the lease period for the Original Space will be three years.

SCHEDULE OF RESEARCH AND DEVELO

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Research and Development [Abstract]
Salaries and related expense					$ 3,561	$ 2,034
Stock-based compensation					521	576
Materials and subcontractors					767	1,030
Depreciation					164	163
Travel expenses					41	73
Vehicle expenses					110	75
Rent and maintenance and other expenses					438	246
Research and Development expenses	$ 1,730	$ 1,354	$ 4,705	$ 4,107	$ 5,602	$ 4,197

SCHEDULE OF SALES AND MARKETING

SCHEDULE OF SALES AND MARKETING EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Sales And Marketing Expenses	$ 347	$ 208	$ 806	$ 877	$ 1,109	$ 699
Salaries And Related Expense [Member]
Sales And Marketing Expenses					142	213
Stock Based Compensation [Member]
Sales And Marketing Expenses					126	132
Business Development And Marketing [Member]
Sales And Marketing Expenses					667	323
Exhibitions [Member]
Sales And Marketing Expenses					152
Vehicle Expenses [Member]
Sales And Marketing Expenses					15	22
Other Expenses [Member]
Sales And Marketing Expenses					$ 7	$ 9

SCHEDULE OF GENERAL AND ADMINIS

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
General And Administrative Expenses
Salaries and related expense					$ 1,132	$ 1,027
Stock-based compensation					994	903
Professional services					1,037	859
Patents					486	292
Depreciation					56	34
Insurance					182	337
Vehicle expenses					100	73
Rent and maintenance and other expenses					444	181
VAT provision (note 7e)						(129)
General and Administrative expenses	$ 1,344	$ 1,099	$ 3,929	$ 3,225	$ 4,431	$ 3,577

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Royalties agreement description	Pursuant to the agreement with an IIA relating to the program, the Company is required to pay royalties of 3% to the IIA up to the amount of IIA funding received and the accrued interest repayment of the grant. Such repayment is contingent upon the Company successfully completing its enhancement plans and generating sales from the enhancements preformed	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
Other cost of operating revenue		$ 60

SCHEDULE OF OTHER CURRENT LIABI

SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Accrued expenses	$ 209	$ 132
Other current liabilities	128	79
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total other current liabilities	$ 337	$ 211	$ 214

SCHEDULE OF FAIR VALUE OF OPTIO

SCHEDULE OF FAIR VALUE OF OPTIONS ESTIMATED ASSUMPTIONS (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Underlying value of ordinary shares		$ 3
Expected volatility	101%
Term of the options (years)	7 years	7 years
Minimum [Member]
Underlying value of ordinary shares	$ 5.55
Exercise price	$ 4.5	$ 3
Risk-free interest rate	3.51%
Maximum [Member]
Underlying value of ordinary shares	$ 5.70
Exercise price	$ 4.8	$ 4.5
Risk-free interest rate	4.23%