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Filing Details

Accession Number:: 0001178913-25-000570
Form Type:: 13G Filing
Publication Date:: 2025-02-19 19:00:00

Filed By:: Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD
Company:: Odysight.ai Inc.
Filing Date:: 2025-02-20
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD	0	820,737	5.03%
Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd	0	820,737	5.03%

Filing

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

Names of Reporting Persons

Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 820,737.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 820,737.00

Aggregate Amount Beneficially Owned by Each Reporting Person

820,737.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.03 %

Type of Reporting Person (See Instructions)

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

Names of Reporting Persons

Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 820,737.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 820,737.00

Aggregate Amount Beneficially Owned by Each Reporting Person

820,737.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

5.03 %

Type of Reporting Person (See Instructions)

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.

Kranot Hishtalmut Le Morim Ve Gananot Havera Menahelet LTD

Signature:	/s/ Donnie Calic
Name/Title:	Joint Chief Executive Officer
Date:	02/20/2025

Signature:	/s/ Eyal Gabbai
Name/Title:	Joint Chief Executive Officer
Date:	02/20/2025

Kranot Hishtalmut Le Morim Tichoniim Hevera Menahelet Ltd

Signature:	/s/ Donnie Calic
Name/Title:	Joint Chief Executive Officer
Date:	02/20/2025

Signature:	/s/ Eyal Gabbai
Name/Title:	Joint Chief Executive Officer
Date:	02/20/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement filed by and among the Reporting Persons, dated as of February 20, 2025.