Item 1.01. Entry into a Material Definitive Agreement.

On August 8, 2022, RxSight, Inc. (the "Company") entered into an ATM Equity OfferingSM Sales Agreement (the "Agreement") with BofA Securities, Inc. ("BofA Securities"), pursuant to which the Company may offer and sell, from time to time through BofA Securities, acting as its agent, or directly to BofA Securities, acting as principal, shares of the Company's common stock, par value $0.001 per share, having an aggregate offering price of up to $50,000,000 (the "Shares").

The offer and sale of the Shares will be made pursuant a shelf registration statement on Form S-3 and a related prospectus supplement, which the Company filed with the U.S. Securities and Exchange Commission on August 8, 2022. The registration statement has not yet become effective. No securities may be sold under the registration statement, nor may offers to buy be accepted, prior to the time that the registration statement becomes effective.

The Company is not obligated to sell any Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, BofA Securities agreed to use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell Shares from time to time in accordance with the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

Under the Agreement, BofA Securities may sell Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended, and the rules and regulations thereunder, including by ordinary brokers' transactions through the facilities of The Nasdaq Global Market ("Nasdaq") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, in block transactions or as otherwise permitted by law. Subject to the terms and conditions of the Agreement, the Company may also from time to time sell Shares to BofA Securities, individually or in a syndicate, as principal pursuant to a form of Terms Agreement attached as an exhibit to the Agreement.

The Agreement may be terminated for any reason, at any time, by either the Company or BofA Securities upon the giving of three (3) days' prior written notice to the other party.

The Company has agreed to pay BofA Securities a commission equal to 3.0% of the gross proceeds from the sales of Shares pursuant to the Agreement and has agreed to provide BofA Securities with customary indemnification and contribution rights. The Company will also reimburse BofA Securities for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Agreement and in the context of the specific relationship between the parties. The provisions of the Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement and are not intended as a document for investors and the public to obtain factual information about the Company's current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company's filings with the SEC.

A copy of the press release announcing the Company's registration statement on Form S-3 and the Agreement is filed herewith as Exhibit 99.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.                                    Description

 1.1          ATM Equity OfferingSM Sales Agreement, dated August 8, 2022, between
            the Company and BofA Securities, Inc. (incorporated by reference from
            the Company's shelf registration statement on Form S-3 (File No.
            333-266651) filed on August 8, 2022.

99.1          Press release dated August 8, 2022.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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