What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-26 compared with 2024-03-26 · 9 added, 146 removed, 8 unchanged (95% of the section changed)

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

common stock is currently quoted on the OTCQB under the symbol “ODYS” and, until February 13, 2024, was quoted on the OTCQB

under the symbol “SCTC”.

Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in

trading prices due to many factors that may be unrelated to a company’s operations or business prospects.

We cannot assure you

that there will be a market in the future for our common stock.

securities are not listed or traded on the floor of an organized national or regional stock exchange.

Instead, OTCQB securities transactions

are conducted through a telephone and computer network connecting dealers in stocks.

OTCQB issuers are traditionally smaller companies

that do not meet the financial and other listing requirements of a regional or national stock exchange.

February 11, 2025, our common stock began trading on the Nasdaq Capital Market under the symbol “ODYS”.

Prior to such date,

our common stock was quoted on the OTCQB under the same symbol, and, until February 13, 2024, was quoted on the OTCQB under the symbol

of December 31, 2024, there were 47 stockholders of record of our common stock and 12,612,517 shares of our common stock outstanding.

4 unchanged sentences

our working capital and do not anticipate paying any cash dividends in the foreseeable future.

15(g) of the Exchange Act

shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9

promulgated thereunder.

This section and related rules impose additional sales practice requirements on broker-dealers who sell our securities

to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals

with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

While Section 15(g)

and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker-dealer transactions

in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses

and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the

customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer,

at the time of or prior to the transaction, information about the sales persons compensation.

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

15g-9 requires broker-dealers to approved the transaction for the customer’s account;

obtain a written agreement from the customer

setting forth the identity and quantity of the stock being purchased;

obtain from the customer information regarding his investment experience;

make a determination that the investment is suitable for the investor;

deliver to the customer a written statement for the basis for

the suitability determination;

notify the customer of his rights and remedies in cases of fraud in penny stock transactions;

FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on

the disciplinary history of broker-dealers and their associated persons.

The application of the penny stock rules may affect your ability

to resell your shares.

Compensation Plan Information

Share Incentive Plan

have adopted the 2020 Share Incentive Plan, or the 2020 Plan, under which we may grant equity-based incentive awards to attract, motivate,

and retain the talent for which we compete.

The maximum number of ordinary shares available for issuance under the 2020 Plan is equal to the sum of 2,824,717 shares,

or such number as our board of directors may determine from time to time.

Administration.

Our board of directors, or a duly authorized committee of our board of directors, will administer the 2020 Plan.

Under the 2020 Plan,

the administrator has the authority, subject to applicable law, to interpret the terms of the 2020 Plan and any award agreements or awards

granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option

award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for

an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2020 Plan,

and take all other actions and make all other determinations necessary for the administration of the 2020 Plan.

administrator also has the authority to amend and rescind rules and regulations relating to the 2020 Plan or terminate the 2020 Plan

at any time before the date of expiration of its ten-year term.

The 2020 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102

of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), and Section 3(i) of the Ordinance and for

awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States

for tax purposes, Section 422 of the Internal Revenue Code (the “Code”) and Section 409A of the Code.

102 of the Ordinance allows employees, directors, and officers who are not controlling shareholders and are considered Israeli residents

to receive favorable tax treatment for compensation in the form of shares or options.

Our non-employee service providers and controlling

shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.

All awards granted pursuant to the 2020 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the

administrator in its sole discretion.

The award agreement will set forth the terms and conditions of the award, including the type of

award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures), and the exercise

price, if applicable.

Certain awards under the 2020 Plan may constitute or provide for a deferral of compensation, subject to Section

409A of the Code, which may impose additional requirements on the terms and conditions of such awards.

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

administrator.

The 2020 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), shares

of Common Stock, restricted shares, restricted share units, and other share-based awards.

granted under the 2020 Plan to our employees who are U.S.

residents may qualify as “incentive stock options” within the meaning

of Section 422 of the Code, or may be non-qualified stock options.

The exercise price of a stock option may not be less than 100% of

the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders).

An award under the 2020 Plan may be exercised by providing the company with a written or electronic notice of exercise and full payment

of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the administrator

and permitted by applicable law.

An award may not be exercised for a fraction of a share.

With regard to tax withholding, exercise price,

and purchase price obligations arising in connection with awards under the 2020 Plan, the administrator may, in its discretion, accept

cash, provide for net withholding of shares in a cashless exercise mechanism, or direct a securities broker to sell shares and deliver

all or a part of the proceeds to the Company or the trustee.

Transferability.

Other than by will, the laws of descent and distribution, or as otherwise provided under the 2020 Plan, neither the options nor any

right in connection with such options are assignable or transferable.

of Employment.

For grantees who terminated their employment with the Company or any of its affiliates prior to July 5, 2022, all

vested and exercisable awards held by such grantees as of the date of termination may be exercised within three months, unless otherwise

determined by the administrator.

For grantees who terminated their employment with the Company or any of its affiliates after July 5,

2022, all vested and exercisable awards held by such grantees as of the date of termination may be exercised within three years, unless

otherwise determined by the administrator.

After such three month or three-year period, as applicable, all such unexercised awards will

terminate, and the shares covered by such awards shall again be available for issuance under the 2020 Plan.

the event of termination of a grantee’s employment or service with the company or any of its affiliates due to such grantee’s

death, permanent disability, or retirement, all vested and exercisable awards held by such grantee as of the date of termination may

be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award

by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator.

Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the twelve-month period

following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2020 Plan.

Notwithstanding

any of the foregoing, if a grantee’s employment or services with the company or any of its affiliates is terminated for “cause”

(as defined in the 2020 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of

such termination and the shares covered by such awards shall again be available for issuance under the 2020 Plan.

Transactions.

In the event of a share split, reverse share split, share dividend, recapitalization, combination, or reclassification of our shares,

or any other increase or decrease in the number of issued shares effected without receipt of consideration by the company (but not including

the conversion of any convertible securities of the company), the administrator in its sole discretion shall make an appropriate adjustment

in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2020 Plan, to the

class and kind of shares subject to the 2020 Plan, as well as the exercise price per share of each outstanding award, as applicable,

the terms and conditions concerning vesting and exercisability, and the term and duration of outstanding awards, or any other terms that

the administrator adjusts in its discretion, or the type or class of security, asset, or right underlying the award (which need not be

only that of the Company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of

the above transactions);

provided that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole

share unless otherwise determined by the administrator.

In the event of a distribution of a cash dividend to all shareholders, the administrator

may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be

reduced by an amount equal to the per share gross dividend amount distributed by the Company, subject to applicable law.

the event of a merger or consolidation of our Company, or a sale of all, or substantially all, of the Company’s shares or assets,

or other transaction having a similar effect on the Company, or change in the composition of the board of directors, or liquidation or

dissolution, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without

the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted

by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide

the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of

unvested awards, or (b) cancel the award and pay in cash, shares of the company, the acquirer, or other corporation which is a party

to such transaction, or other property as determined by the administrator as fair in the circumstances.

Notwithstanding the foregoing,

the administrator may upon such event amend, modify, or terminate the terms of any award as it shall deem, in good faith, appropriate.

Authorized for Issuance under Equity Compensation Plans

about our equity compensation plan under which the Company’s equity securities are authorized for issuance is set forth in “Part

III - Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report.

Sales of Unregistered Securities

March 27, 2023, the Company issued 3,294,117 units to certain investors in consideration of $14 million.

Each such unit consisted of

(i) one share of the Company’s common stock and (ii) one warrant to purchase one share of common stock with an exercise price of

$5.50 per share.

Each warrant is exercisable for three years from the date of issuance.

The shares of common stock and warrants were

issued in a private placement pursuant to Regulation S of the Securities Act of 1933, as amended.

See “Liquidity and Capital Resources” for more information.

Purchases of Equity Securities

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

of Equity Securities by the Issuer and Affiliated Purchasers

During the period from January 1, 2024, to December 31, 2024, we did not purchase any of our equity securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity