Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet
Filed: 20 Feb 25, 6:20am
| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Odysight.ai inc (Name of Issuer) |
Common Stock, par value $ 0.001 per share (Title of Class of Securities) |
81063V204 (CUSIP Number) |
02/14/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 81063V204 |
| 1 | Names of Reporting Persons Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 820,737.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 16,302,320 Ordinary Shares outstanding as of February 14, 2025 (as reported on Bloomberg LP).
SCHEDULE 13G |
| CUSIP No. | 81063V204 |
| 1 | Names of Reporting Persons Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 820,737.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is Based on 16,302,320 Ordinary Shares outstanding as of February 14, 2025 (as reported on Bloomberg LP).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Odysight.ai inc | |
| (b) | Address of issuer's principal executive
offices: Suite 7A, Industrial Park P.O. Box 3030, Omer, Israel, 8496500 | |
| Item 2. | ||
| (a) | Name of person filing: Kranot Hishtalmut Le Morim Ve Gananot Hevera Menahelet Ltd.
Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd. | |
| (b) | Address or principal business office or, if
none, residence: Kranot Hishtalmut Le Morim Ve Gananot Hevera Menahelet Ltd. - 8 Sderot Sha'ul HaMelech St., Tel Aviv 64733, Israel
Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd. - 8 Sderot Sha'ul HaMelech St., Tel Aviv 64733, Israel | |
| (c) | Citizenship: Kranot Hishtalmut Le Morim Ve Gananot Hevera Menahelet Ltd. - Israel
Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd. - Israel | |
| (d) | Title of class of securities: Common Stock, par value $ 0.001 per share | |
| (e) | CUSIP No.: 81063V204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See row 9 of cover page of each reporting person.
On February 14, 2025, the securities reported herein were beneficially owned as follows:
624,737 Ordinary Shares (representing 3.83% of the total Ordinary Shares outstanding) beneficially owned by mutual funds managed by Kranot Hishtalmut Le Morim Ve Gananot Hevera Menahelet Ltd.
196,000 Ordinary Shares (representing 1.20% of the total Ordinary Shares outstanding) beneficially owned by provident funds managed by Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd.
The securities reported herein are beneficially owned by Kranot Hishtalmut Le Morim Ve Gananot Hevera Menahelet Ltd. and Kranot Hishtalmut Le Morim Tichoniim Havera Menahelet Ltd. (the ''Management Companies'') which manages various education funds (referred to in Hebrew as ''Kranot hishtalmut''). The Management Companies operate under independent management and make their own independent voting and investment decisions. Although the Management Companies uses third-party portfolio management services to make investment and voting decisions with regard to the securities held by such funds, it is filing this Form 13G for the sake of caution. Any economic interest or beneficial ownership in any of the securities covered by this report is held for the benefit of the members of the education funds. This Statement shall not be construed as an admission by each of the Management Companies that it is the beneficial owner of any of the securities covered by this Statement, and each of the Management Companies disclaims beneficial ownership of any such securities. | |
| (b) | Percent of class: See row 11 of cover page of each reporting person % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See row 5 of cover page of each reporting person | ||
| (ii) Shared power to vote or to direct the
vote: See row 6 of cover page of each reporting person and note in Item 4(a) above | ||
| (iii) Sole power to dispose or to direct the
disposition of: See row 7 of cover page of each reporting person | ||
| (iv) Shared power to dispose or to direct the
disposition of: See row 8 of cover page of each reporting person and note in Item 4(a) above | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 1 - Joint Filing Agreement filed by and among the Reporting Persons, dated as of February 20, 2025. |