Filed pursuant to Rule 424(b)(5)
Registration No. 333-229715
Registration No. 333-251753
PROSPECTUS SUPPLEMENT
(To prospectus dated March 8, 2019)
6,265,063 American Depositary Shares
Each Representing Five Ordinary Shares
FORESIGHT AUTONOMOUS HOLDINGS LTD.
We are offering 6,265,063 American Depositary Shares, or
ADSs. Each ADS represents five of our ordinary shares, no par value, or Ordinary Shares.
The ADSs are listed on the Nasdaq Capital Market under the symbol
“FRSX.” On December 24, 2020, the last reported sale price of the ADSs on the Nasdaq Capital Market was $5.02 per ADS.
Our Ordinary Shares currently trade on the Tel Aviv Stock Exchange,
or TASE, under the symbol “FRSX.” On December 24, 2020, the last reported trading price of our Ordinary Shares on the
TASE was NIS 3.08, or $0.957 per share (based on the exchange rate reported by the Bank of Israel on such date).
We are an emerging growth company, as defined in the Jumpstart
Our Business Startups Act of 2012, and have elected to comply with certain reduced public company reporting requirements.
Investing in the ADSs involves risk. See “Risk Factors”
beginning on page S-3 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus for a discussion of information that should be considered in connection with an investment in the
ADSs.
Neither the Securities and Exchange Commission, the Israel
Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined
if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
We have retained A.G.P./Alliance Global Partners to act as
our lead placement agent and Aegis Capital Corp. to serve as our co-placement agent in connection with the offering. The
placement agents have agreed to use their “reasonable best efforts” to sell the securities offered by this
prospectus supplement and the accompanying prospectus. We have agreed to pay the placement agent fees, in respect of ADSs
placed by the placement agents, set forth in the table below, which assumes that we sell all of the securities we are
offering.
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Per ADS
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Total
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Offering price
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$
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4.15
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$
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26,000,011
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Placement agents’ fees (1)
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$
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0.26975
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$
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1,690,000
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Proceeds, before expenses, to us
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$
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3.88025
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$
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24,310,011
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(1)
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Represents a fee we have
agreed to pay the placement agents. We have also agreed to pay the placement agents an expense reimbursement. See “Plan
of Distribution” on page S-13 of this prospectus supplement for more information regarding the placement agent’s compensation.
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Delivery of the securities is expected to be made on or about December
30, 2020, subject to customary closing conditions.
Lead Placement Agent
A.G.P.
Co-Placement Agent
Aegis
Capital Corp.
The date of this prospectus supplement is
December 28, 2020
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
Registration statements on Form F-3 (File
Nos. 333-229715 and 333-251753) utilizing a shelf registration process relating to the securities described in this prospectus
supplement was declared effective on March 8, 2019 and became effective on December 28, 2020, respectively. Under those shelf registration
statements, of which this prospectus supplement is a part, we may, from time to time, sell up to an aggregate of $50 million of
ADSs. We sometimes refer to the ADSs as the “securities” throughout this prospectus.
This document contains two parts. The first
part is this prospectus supplement, which describes the terms of this offering of the ADSs, and also adds, updates and changes
information contained in the accompanying prospectus and the documents incorporated herein and therein by reference. The second
part is the accompanying prospectus, which gives more general information about us, some of which may not apply to this offering.
You should read both this prospectus supplement and the accompanying prospectus, including the information incorporated by reference
herein and therein. To the extent the information contained in this prospectus supplement differs or varies from the information
contained in the accompanying prospectus or any document filed prior to the date of this prospectus supplement and incorporated
herein or therein by reference, the information in this prospectus supplement will control; provided, that if any statement in
one of these documents is inconsistent with a statement in another document having a later date, the statement in the document
having the later date modifies or supersedes the earlier statement. In addition, this prospectus supplement and the accompanying
prospectus do not contain all of the information provided in the registration statements that were filed with the SEC that contains
the accompanying prospectus (including the exhibits to the registration statements). For further information about us, you should
refer to those registration statements, which you can obtain from the SEC as described elsewhere in this prospectus supplement
under “Where You Can Find More Information and Incorporation of Certain Information by Reference.” You may obtain a
copy of this prospectus supplement, the accompanying prospectus and any of the documents incorporated by reference without charge
by requesting it from us in writing or by telephone at the following address or telephone number: Foresight Autonomous Holdings
Ltd., 7 Golda Meir, Ness Ziona 7403650, Israel. Attention: Eliyahu Yoresh, Chief Financial Officer, telephone number: +972-077-9709030.
You should rely only on the information
contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. We have not, and the
placement agent has not, authorized anyone to provide you with information that is different. No dealer, salesperson or other person
is authorized to give any information or to represent anything not contained in or incorporated by reference into this prospectus
supplement and the accompanying prospectus, and you must not rely upon any information or representation not contained in or incorporated
by reference into this prospectus supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus
do not constitute an offer to sell or solicitation of an offer to buy these securities in any circumstances under which the offer
or solicitation is unlawful. We are offering to sell, and seeking offers to buy, our securities offered hereby only in jurisdictions
where offers and sales are permitted. You should not assume that the information we have included in this prospectus supplement
or the accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or the accompanying
prospectus, respectively, or that any information we have incorporated by reference is accurate as of any date other than the date
of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or of any of our securities. Our business, financial condition, results of operations and prospects may have changed
since those dates.
In this prospectus, references to the terms
“Foresight,” “the Company,” “we,” “us,” “our” and similar terms, refer
to Foresight Autonomous Holdings Ltd. and its subsidiaries, unless we state or the context implies otherwise. Unless the context
otherwise indicates or requires, “Foresight Autonomous Holdings,” “Foresight®,” the Foresight Autonomous
Holdings logo and all product names and trade names used by us in this annual report, including QuadSight®, Eye-Net™
and Eyes-On®, are our proprietary trademarks and service marks. These trademarks and service marks are important to our business.
Although we have omitted the “®” and “™” trademark designations for such marks in this prospectus,
all rights to such trademarks and service marks are nevertheless reserved.
All references to “NIS” are
to New Israel Shekels, the lawful currency of Israel. All references to “dollars” or “$” are to United
States dollars, the lawful currency of the United States. Unless derived from our financial statements or otherwise indicated,
U.S. dollar translations of New Israeli Shekels, or NIS, amounts presented in this prospectus are translated using a rate of NIS
3.218 to $1.00, which was the exchange rate as of December 24, 2020.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained
elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary does not contain
all of the information that you should consider before investing in our securities. You should carefully read the entire prospectus
supplement and the accompanying prospectus, including the “Risk Factors” section, starting on page S-3 of this prospectus
supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, as well
as the financial statements and notes thereto and the other information incorporated by reference herein and therein, before making
an investment decision.
Overview
We are a technology company engaged in the
design, development and commercialization of sensor systems for the automotive industry. Through our wholly owned subsidiaries,
Foresight Automotive Ltd. and Eye-Net Mobile Ltd., we develop both “in-line-of-sight” vision systems and “beyond-line-of-site”
cellular-based applications. Foresight Automotive’s vision sensor is a four-camera system based on 3D video analysis, advanced
algorithms for image processing and sensor fusion. Eye-Net Mobile’s cellular-based application is a V2X (vehicle-to-everything)
accident prevention solution based on real-time spatial analysis of clients’ movement.
Our systems are
designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest rates of
false alerts. Each of our systems is designed, developed and commercialized by one of our subsidiaries. Our subsidiaries, all of
which are located in our corporate headquarters, benefit from our collective engineering, operating, regulatory and marketing infrastructure
to support their respective activities. We are targeting the semi-autonomous and autonomous vehicle markets, and we predict
that our systems will revolutionize automotive safety by providing an automotive-grade, cost-effective platform and advanced technology.
Company Information
Our registered
office and principal place of business is located at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona 7403650,
Israel. Our telephone number in Israel is +972-77-9709030. Our website address is www.foresightauto.com. The information contained
on our website or available through our website is not incorporated by reference into and should not be considered a part of this
prospectus supplement.
THE OFFERING
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ADSs offered by us
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6,265,063 ADSs representing 31,325,315 Ordinary Shares.
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Ordinary Shares outstanding prior to the offering
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281,059,990 Ordinary Shares.
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Ordinary Shares to be outstanding after this offering
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312,385,305 Ordinary Shares.
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The ADSs
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Each ADS represents five of our Ordinary Shares. The ADSs may
be evidenced by American Depositary Receipts. The depositary will hold in custody the Ordinary Shares underlying the ADSs and you
will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and the owners and holders
of ADSs from time to time.
To better understand the terms of the ADSs, you should carefully
read the section in the accompanying prospectus entitled “Description of the American Depositary Shares.” We also encourage
you to read the deposit agreement referred to above, which is incorporated by reference as an exhibit to the registration statements
that includes the accompanying prospectus.
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Offering price
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The offering price is $4.15 per ADS.
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Use of proceeds
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We intend to use the net proceeds from the sale of securities
under this prospectus for general corporate purposes, which include financing our operations, capital expenditures and business
development.
See “Use of Proceeds” on page S-8 of this prospectus
supplement.
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Depositary
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The Bank of New York Mellon.
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Risk factors
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Investing in the ADSs involves a high degree of risk. See “Risk
Factors” beginning on page S-3 of this prospectus supplement and in the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus for a discussion of the risks you should carefully consider before deciding to invest
in the ADSs.
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Nasdaq Capital Market and Tel Aviv Stock Exchange symbol
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“FRSX”
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Unless otherwise stated, all information
in this prospectus supplement, is based on 281,059,990 Ordinary Shares outstanding as of December 25, 2020, and does not include
the following as of that date:
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27,900,417 Ordinary Shares issuable upon the exercise of options outstanding under our 2016 Equity Incentive Plan, at a weighted average exercise price of NIS 1.79 (approximately $0.56) per share (approximately $2.78 per ADS), of which 14,930,251 were vested as of December 25, 2020; and
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13,626,285 Ordinary Shares reserved for issuance and available for future grant under our 2016 Equity Incentive Plan.
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RISK FACTORS
Investing in our securities involves
significant risks. Before making an investment decision, you should carefully consider the risks described below and in the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus, together with all of the other information
appearing in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein, including
in light of your particular investment objectives and financial circumstances. The risks so described are not the only risks we
face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations and
become material. Our business, financial condition and results of operations could be materially adversely affected by any of these
risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.
The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications
and limitations on such forward-looking statements discussed elsewhere in this prospectus supplement under the caption “Cautionary
Statement Regarding Forward-Looking Statements” below.
Risks Related to this Offering
Since we have broad discretion in how we use the proceeds
from this offering, we may use the proceeds in ways with which you disagree.
We intend to use the net proceeds of this
offering for working capital and for other general corporate purposes, which include financing our operations, capital expenditures
and business development. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering.
You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity,
as part of your investment decision, to assess whether the proceeds are being used in ways with which you would agree. It is possible
that the net proceeds will be invested in a way that does not yield us a favorable, or any, return. The failure of our management
to use the net proceeds effectively could have a material adverse effect on our business, financial condition, operating results
and cash flow.
Investors in this offering will incur immediate dilution
from the public offering price.
Because the price per ADS of the ADSs being
offered is higher than the book value per share of the ADSs, you will suffer immediate dilution in the net tangible book value
of the ADSs you purchase in this offering. After giving effect to the sale of 6,265,063 ADSs in this offering at a public
offering price of $4.15 per ADS, and based on the pro forma net tangible book value of our Ordinary Shares as of September 30,
2020, if you purchase ADSs in this offering, you will suffer immediate dilution of $3.339 per ADS with respect to the net tangible
book value of the ADSs. See “Dilution” for a more detailed discussion of the dilution you will incur in this offering.
A substantial number of our Ordinary Shares, underlying
the offered ADSs, will be sold in this offering and we may sell or issue additional ADSs or Ordinary Shares in the future, which
could cause the price of the ADSs to decline.
Pursuant to this offering, we will sell
6,265,063 ADSs, and the underlying Ordinary Shares represented thereby will equal approximately 11.15% of our outstanding Ordinary
Shares as of December 25, 2020. This sale and any future issuances or sales of a substantial number of ADSs or Ordinary Shares
in the public market or otherwise, or the perception that such issuances or sales may occur, could adversely affect the price of
the ADSs. We have issued a substantial number of Ordinary Shares in connection with the exercise of warrants and options to purchase
our Ordinary Shares, and in the future we may issue additional shares in connection with the exercise of existing warrants or options,
which are eligible for, or may become eligible for, unrestricted resale. Any sales or registration of such shares in the public
market or otherwise could reduce the prevailing market price for the ADSs, as well as make future sales of equity securities by
us less attractive or not feasible, thus limiting our capital resources.
We may need additional financing in the future. We may
be unable to obtain additional financing or if we obtain financing it may not be on terms favorable to us. You may lose your entire
investment.
Based on our current plans, we believe our
existing cash and cash equivalents, along with cash generated from this offering, will be sufficient to fund our operating expense
and capital requirements for at least 20 months from the date of this prospectus supplement, although there is no assurance of
this and we may need additional funds in the future. If our capital resources are insufficient to meet future capital requirements,
we will have to raise additional funds. We may be unable to obtain additional funds through financing activities, and if we obtain
financing it may not be on terms favorable to us. If we are unable to obtain additional funds on terms favorable to us, we may
be required to cease or reduce our operating activities. If we must cease or reduce our operating activities, you may lose your
entire investment.
The price of the ADSs may be volatile.
The market price of the ADSs has fluctuated
in the past. Consequently, the current market price of the ADSs may not be indicative of future market prices, and we may be unable
to sustain or increase the value of your investment in the ADSs.
The dual listing of our Ordinary
Shares and the ADSs may adversely affect the liquidity and value of our Ordinary Shares and the ADSs.
The ADSs trade
on the Nasdaq Capital Market and our Ordinary Shares trade on the TASE. The dual listing of the ADSs and the Ordinary Shares may
dilute the liquidity of these securities in one or both markets. The price of the ADSs could also be adversely affected by trading
in our Ordinary Shares on the TASE.
We do not anticipate paying any dividends.
No dividends have been paid on our Ordinary
Shares. We do not intend to pay cash dividends on our Ordinary Shares in the foreseeable future, and anticipate that profits, if
any, received from operations will be reinvested in our business. Any decision to pay dividends will depend upon our profitability
at the time, cash available and other relevant factors including, without limitation, the conditions set forth in the Israeli Companies
Law, or the Companies Law.
You may not have the same voting
rights as the holders of our Ordinary Shares and may not receive voting materials in time to be able to exercise the right to vote.
Holders of the
ADSs are not be able to exercise voting rights attaching to the Ordinary Shares underlying the ADSs on an individual basis. Instead,
holders of the ADSs may only exercise the voting rights attaching to the Ordinary Shares in accordance with the Deposit Agreement.
Purchasers of ADSs in this offering may not receive voting materials in time to instruct the depositary to vote, and it is possible
that they, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise
a right to vote. Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote, for the
manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise voting rights
and may lack recourse if your ADSs are not voted as requested.
You may not receive the same
distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited circumstances, you may
not receive dividends or other distributions on our Ordinary Shares and you may not receive any value for them, if it is illegal
or impractical to make them available to you.
The depositary
for the ADSs has agreed to pay to you any cash dividends or other distributions it or the custodian receives on our Ordinary Shares
or other deposited securities underlying the ADSs, after deducting its fees and expenses. Although, as stated above, we do not
currently anticipate paying any dividends, if we do, you will receive these distributions in proportion to the number of Ordinary
Shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make
a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if
it consists of securities that require registration under the U.S. Securities Act of 1933, as amended, or the Securities Act, but
that are not properly registered or distributed under an applicable exemption from registration. In addition, conversion into U.S.
dollars from foreign currency that was part of a dividend or distribution made in respect of deposited Ordinary Shares may require
the approval or license of, or a filing with, a government or an agency thereof, which may be unobtainable. In these cases, the
depositary may determine not to distribute such property and hold it as “deposited securities” or may seek to effect
a substitute dividend or distribution, including net cash proceeds from the sale of the dividends or distributions. We have no
obligation to register under U.S. securities laws any ADSs, Ordinary Shares, rights or other securities received through such distributions.
We also have no obligation to take any other action to permit the distribution of ADSs, Ordinary Shares, rights or anything else
to holders of ADSs. In addition, the depositary may withhold from such dividends or distributions its fees and an amount on account
of taxes or other governmental charges to the extent the depositary believes it is required to make such withholding. This means
that you may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some
limited circumstances, you may not receive any value for such distributions or dividends if it is illegal or impractical for us
to make them available to you. These restrictions may cause a material decline in the value of the ADSs.
You may be subject to limitations
on transfer of your ADSs.
ADSs are transferable
on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it
deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer
or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the
depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any
provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement.
ADSs holders may not be entitled
to a jury trial with respect to claims arising under the deposit agreement, which could augur less favorable results to the plaintiff(s)
in any such action.
The deposit agreement
governing the ADSs representing our Ordinary Shares provides that holders and beneficial owners of ADSs irrevocably waive the right
to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including claims under
federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this jury trial waiver
provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a
jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally
adjudicated by a federal court. However, we believe that a jury trial waiver provision is generally enforceable under the laws
of the State of New York, which govern the deposit agreement, by a court of the State of New York or a federal court, which have
non-exclusive jurisdiction over matters arising under the deposit agreement, applying such law. In determining whether to enforce
a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the jury trial waiver
provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We
believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce
a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s
negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim (as
opposed to a contract dispute), none of which we believe are applicable in the case of the deposit agreement or the ADSs. No condition,
stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us
or the depositary of compliance with any provision of the federal securities laws. If you or any other holder or beneficial owner
of ADSs brings a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs,
you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the
effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and / or the
depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be
conducted according to different civil procedures and may augur different results than a trial by jury would have had, including
results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the
claims, the judge or justice hearing such claims, and the venue of the hearing.
We face business disruption and related risks resulting
from the recent outbreak of the novel coronavirus 2019 (COVID-19), which could have a material adverse effect on our business and
results of operations.
Our operations
and business have been disrupted and could be materially adversely affected by the recent outbreak of COVID-19. The spread of COVID-19
from China to other countries has resulted in the Director General of the World Health Organization declaring the outbreak of COVID-19
as a Public Health Emergency of International Concern (PHEIC), based on the advice of the Emergency Committee under the International
Health Regulations (2005). The Centers for Disease Control and Prevention in the U.S. issued a warning on February 25, 2020, regarding
the likely spread of COVID-19 to the U.S. International stock markets have begun to reflect the uncertainty associated with the
slow-down in the Chinese economy and the reduced levels of international travel experienced since the beginning of January and
the significant decline in the Dow Industrial Average at the end of February and through March 2020 was largely attributed to the
effects of COVID-19. COVID-19 may also adversely affect our ability to conduct our business effectively due to disruptions to our
capabilities, availability and productivity of personnel, while we simultaneously attempt to comply with rapidly changing restrictions,
such as travel restrictions, curfews and others. Restrictions are updated and changed on an ongoing basis. Currently travel to
and from work is still permitted, however the authorities may place additional, more restrictive measures on businesses and individuals.
Though we may still operate under such regulations, any additional actions taken by the Israeli government could further limit
that ability which may have a material adverse effect on our operations and financial results. A significant reduction in our workforce
and our compliance with instructions imposed by Israeli authorities may harm our ability to continue operating our business and
materially and adversely affect our operations and financial condition. Further, we cannot foresee whether the Israeli authorities
will impose further restrictive instructions, which if implemented may lead to significant changes and potentially a shutdown of
our operations.
Authorities around
the world have and may continue implementing similar restrictions on business and individuals in their jurisdictions. We are still
assessing our business operations and system supports and the impact COVID-19 may have on our results and financial condition.
To date, we have taken action to reduce our operating expenses in the short term, but there can be no assurance that these remedial
measures will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns
in business sentiment generally or in our sector in particular.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying
prospectus and certain information incorporated by reference in this prospectus supplement and the accompanying prospectus contain
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities
Exchange Act of 1934, as amended, or the Exchange Act, and other securities laws. Forward-looking statements are often characterized
by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,”
“estimate,” “continue,” “believe,” “should,” “intend,” “project”
or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include,
but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results
of operations or of financial condition for future periods, statements relating to the research, development and use of our products,
and all statements (other than statements of historical facts) that address activities, events or developments that we intend,
expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions
and assessments made by our management in light of their experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual
results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include,
among other things:
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the overall global economic environment;
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the impact of competition and new technologies;
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general market, political and economic conditions in the countries in which we operate;
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projected capital expenditures and liquidity;
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changes in our strategy;
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the impact of the Covid-19 crisis on our business and operating results;
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litigation; and
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The risk factors included in this prospectus supplement and the factors referred to in our most recent Annual Report on Form 20-F in “Item 3. Key Information - D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as generally in our most recent Annual Report on Form 20-F, which is incorporated by reference into this prospectus supplement and the accompanying prospectus.
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You are urged to carefully review and consider
the various disclosures made throughout this prospectus supplement and the accompanying prospectus, including in the information
incorporated by reference herein and therein, which are designed to advise interested parties of the risks and factors that may
affect our business, financial condition, results of operations and prospects.
You should not put undue reliance on any
forward-looking statements. Any forward-looking statements speak only as of the date they are made, and we undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
In addition, the section of our most recent
Annual Report on Form 20-F entitled “Item 4. Information on the Company,” which is incorporated by reference into this
prospectus supplement and the accompanying prospectus, contains information obtained from independent industry and other sources
that we believe to be reliable, but that we have not independently verified. Accordingly, you should not put undue reliance on
this information.
USE OF PROCEEDS
We estimate that the net proceeds from our
issuance and sale of ADSs in this offering will be approximately $24.06 million, after deducting placement agent fees
and offering expenses payable by us.
We intend to use the net proceeds from the
sale of securities under this prospectus for general corporate purposes, which include financing our operations, capital expenditures
and business development. The timing and amount of our actual expenditures will be based on many factors, and we cannot specify
with certainty all of the particular uses of the net proceeds from this offering. Accordingly, our management will have significant
discretion and flexibility in applying the net proceeds of this offering. We have no current commitments or binding agreements
with respect to any material acquisition of or investment in any technologies, products or companies.
Pending our use of the net proceeds from
this offering, we may invest the net proceeds of this offering in a variety of capital preservation investments, including but
not limited to short-term, investment grade, interest bearing instruments and U.S. government securities.
OFFER AND LISTING DETAILS
The ADSs are listed under the symbol “FRSX”
on the Nasdaq Capital Market and our Ordinary Shares are listed on the Tel Aviv Stock Exchange, or TASE, under the symbol “FRSX.”
On December 24, 2020, the last reported
sale price of the ADSs on the Nasdaq Capital Market was $5.02 per ADS.
DIVIDEND POLICY
We have never declared or paid any cash
dividends on our Ordinary Shares and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash dividends,
if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including
our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors
our board of directors may deem relevant.
The Companies Law imposes further restrictions
on our ability to declare and pay dividends.
CAPITALIZATION
The following table sets forth our total
liabilities and shareholders’ equity as of September 30, 2020:
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on a pro forma basis to give effect to the issuance of (i) 4,371,131 ADSs pursuant to the
Company’s Sales Agreement with A.G.P./Alliance Global Partners, dated October 2, 2020, and receipt of proceeds of
$7.83 million from such issuance, and (ii) the issuance of 62,613 ADSs (313,063 Ordinary Shares) to employees under the
Company’s 2016 Equity Incentive Plan; and
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on a pro forma as adjusted basis to give additional effect to the sale of 6,265,063 ADSs in this offering at a public offering price of $4.15 per ADS, after deducting placement agent fees and estimated offering expenses payable by us.
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The following table sets forth our total
liabilities and shareholders’ equity as of September 30, 2020 and should be read in conjunction with “Use of Proceeds,”
our financial statements and related notes that are incorporated by reference into this prospectus supplement and the accompanying
prospectus and the other financial information included or incorporated by reference into this prospectus supplement and the accompanying
prospectus.
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As of September 30, 2020
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(U.S. dollars in thousands) (Unaudited)
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|
Actual
|
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Pro
Forma
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Pro Forma
As Adjusted
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|
|
|
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Cash and cash equivalents
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|
$
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9,395
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|
|
$
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17,228
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|
|
$
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41,291
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|
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Short term deposits
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|
|
5,142
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|
|
|
5,142
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|
|
|
5,142
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Shareholders’ equity:
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|
|
|
|
|
|
|
|
|
|
|
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Ordinary Shares, no par value; Authorized 1,000,000,000 shares; Issued and outstanding: 258,891,272 shares as of September 30, 2020
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Additional paid in capital
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79,520
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|
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|
87,353
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|
|
|
111,416
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Accumulated deficit
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|
(60,753
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)
|
|
|
(60,753
|
)
|
|
|
(60,753
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)
|
|
Total shareholders’ equity
|
|
|
18,767
|
|
|
|
26,600
|
|
|
|
50,663
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|
|
Total capitalization
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|
$
|
18,767
|
|
|
$
|
26,600
|
|
|
$
|
50,663
|
|
Unless otherwise stated, all information
in this prospectus supplement, is based on 281,059,990 Ordinary Shares outstanding as of December 25, 2020, and does not include
the following as of that date:
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27,900,417 Ordinary Shares issuable upon the exercise of options outstanding under our 2016 Equity Incentive Plan, at a weighted average exercise price of NIS 1.79 (approximately $0.56) per share (approximately $2.78 per ADS), of which 14,930,251 were vested as of December 25, 2020; and
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13,626,285 Ordinary Shares reserved for issuance and available for future grant under our 2016 Equity Incentive Plan.
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DILUTION
If you invest in our ADSs, you will experience
immediate dilution to the extent of the difference between the public offering price of the ADSs in this offering and the net tangible
book value per ADS immediately after the offering.
Our net tangible book value per Ordinary
Share is determined by dividing our total tangible assets, less total liabilities, by the actual number of outstanding Ordinary
Shares. The net tangible book value of our Ordinary Shares as of September 30, 2020, was $0.072 per Ordinary Share or $0.36 per
ADS (using the ratio of five Ordinary Shares to one ADS). Net tangible book value per share or per ADS represents the amount of
our total tangible assets less our total liabilities, divided by 258,891,272, the total number of Ordinary Shares outstanding at
September 30, 2020, or 51,778,254, the total number of ADSs that would represent such total number of shares based on a share-to-ADS
ratio of five-to-one.
Also, at September 30, 2020, on pro forma
basis taking into account the issuance of 4,371,131 ADSs pursuant to the Company’s Sales Agreement with A.G.P./Alliance Global
Partners, dated October 2, 2020 and the issuance of 62,613 ADSs (313,063 Ordinary Shares) to employees under the Company’s
2016 Equity Incentive Plan, we had a net tangible book value of approximately $26.6 million corresponding to a net tangible book
value of $0.095 per Ordinary Share, or $0.473 per ADS.
After giving additional effect to the sale
of 6,265,063 ADSs in this offering at a public offering price of $4.15 per ADS, and after deducting placement agent fees and estimated
offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2020 would have been approximately
$50.7 million, or $0.162 per Ordinary Share or $0.811 per ADS. This amount represents an immediate increase in net tangible book
value of $0.067 per Ordinary Share or $0.338 per ADS as a result of this offering and an immediate dilution of approximately $3.339
per ADS to investors purchasing ADSs in this offering.
The following table illustrates this dilution
on a per ADS basis:
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Public offering price per ADS
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$
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4.15
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Pro forma Net tangible book value per ADS as of September 30, 2020
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$
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0.473
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Increase in pro forma net tangible book value per ADS attributable to investors purchasing ADSs in this offering
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$
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0.338
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Pro forma as adjusted net tangible book value per ADS after offering
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$
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0.811
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Dilution per ADS to investors purchasing ADSs in the offering
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$
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3.339
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The above discussion and table are based
on 281,059,990 Ordinary Shares outstanding as of December 25, 2020, and does not include the following as of that date:
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27,900,417 Ordinary Shares issuable upon the exercise of options outstanding under our 2016 Equity Incentive Plan, at a weighted average exercise price of NIS 1.79 (approximately $0.56) per share (approximately $2.78 per ADS), of which 14,930,251 were vested as of December 25, 2020; and
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|
|
|
|
|
|
●
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13,626,285 Ordinary Shares reserved for issuance and available for future grant under our 2016 Equity Incentive Plan.
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To the extent that outstanding options or
warrants are exercised or we issue additional Ordinary Shares under our equity incentive plans, you may experience further dilution.
In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe
that we have sufficient funds for our current and future operating plans. To the extent that additional capital is raised through
the sale of equity or convertible debt securities, the issuance of those securities could result in further dilution to the holders
of our Ordinary Shares and the ADSs.
PLAN OF DISTRIBUTION
We have entered into a placement agency
agreement, dated as of December 28, 2020, with A.G.P./Alliance Global Partners, or A.G.P., as lead placement agent, and Aegis Capital
Corp. as co-placement agent, and collectively the placement agents. Subject to the terms and conditions contained in the placement
agency agreement, A.G.P. and Aegis Capital Corp. have agreed to act as placement agents in connection with the sale of the ADSs.
The placement agents may engage selected
dealers to assist in the placement of the ADSs. The placement agents are not purchasing or selling any of the ADSs offered
by us under this prospectus supplement and the accompanying prospectus, nor are they required to arrange the purchase or sale of
any specific number or dollar amount of ADSs. The placement agents have agreed to use reasonable best efforts to arrange for the
sale of the ADSs. There is no required minimum number of ADSs that must be sold as a condition to completion of this
offering. The purchase price for the ADSs has been determined based upon arm’s-length negotiations between the investors
and us.
The placement agency agreement provides
that the obligations of the placement agent and the investors of the ADSs are subject to certain conditions precedent, including,
among other things, the absence of any material adverse change in our business and the receipt of customary legal opinions, letters
and certificates. The placement agency agreement also provides that we will indemnify the placement agents against specified liabilities,
including liabilities under the Securities Act.
We have entered into a securities purchase
agreement directly with each investor in connection with this offering, and we will only sell to investors who have entered into
the securities purchase agreement. Under the securities purchase agreements, we have agreed not to enter into any agreement
to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents for a period
of 30 days following the closing of the offering, subject to certain customary exceptions. We currently anticipate that the closing
of the sale of the ADSs offered hereby will be completed on or about December 30, 2020, subject to customary closing conditions.
Upon closing, we will deliver to each investor
delivering funds the number of ADSs purchased by such investor through the facilities of The Depository Trust Company.
The placement agents may be deemed to be
underwriters within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by the placement agents
and any profit realized on the resale of the ADSs sold by the placement agents while acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agents would be required to comply
with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities
Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales
of ADSs by the placement agent acting as principal. Under these rules and regulations, the placement agents:
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may not engage in any stabilization activity in connection with our securities; and
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may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
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Commissions and Expenses
Upon the closing of this offering, we will
pay the placement agents an aggregate cash transaction fee equal to $1,690,000 representing 6.5% of the gross proceeds to us from
the sale of the ADSs in the offering from investors introduced to the Company by the placement agents. We have also agreed to reimburse
the placement agents for certain fees and disbursements incurred by them in connection with this offering in an amount of up to
$25,000.
L.I.A. Pure Equity Ltd., an entity owned
by Kfir Zilberman, acted as our financial advisor for the offering and was paid $100,000 for its services. L.I.A. Pure Capital
Ltd., an entity also owned by Mr. Zilberman, also purchased 204,820 ADSs in the offering.
We estimate the total offering expenses
of this offering that will be payable by us, excluding the placement agents fees, will be approximately $250,000, which includes
legal and printing costs, various other fees and the reimbursement of the placement agents expenses.
Listing
Our ADSs are listed on the Nasdaq Capital
Market under the symbol “FRSX.”
Depositary Bank
The Depositary for
the ADSs to be issued in this offering is The Bank of New York Mellon.
Foreign Regulatory Restrictions on Purchase of Securities
Offered Hereby Generally
No action has been or will be taken in any
jurisdiction (except in the United States) that would permit a public offering of the securities offered by this prospectus supplement
and accompanying prospectus, or the possession, circulation or distribution of this prospectus supplement and accompanying prospectus
or any other material relating to us or the securities offered hereby in any jurisdiction where action for that purpose is required.
Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly, and neither of this prospectus supplement
and accompanying prospectus nor any other offering material or advertisements in connection with the securities offered hereby
may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations
of any such country or jurisdiction.
Other
The placement agency agreement and the securities
purchase agreement are included as exhibits to a Report of Foreign Private Issuer on Form 6-K that we filed with the SEC and that
is incorporated by reference into the registration statements of which this prospectus supplement forms a part.
In connection with each of the April 2020,
May 2020 and June 2020 Offerings, pursuant to a placement agency agreement entered into on April 28, 2020, May 19, 2020 and June
9, 2020, respectively, between us and A.G.P., we paid A.G.P. on April 30, 2020, May 21, 2020 and June 11, 2020, respectively, a
fee equal to 7% of the aggregate purchase price paid by the investors in each offering and certain expenses.
We also entered into a Sales Agreement with
A.G.P. dated October 2, 2020, pursuant to which we sold 4,371,131 ADSs and paid A.G.P. as Sales Agent, a fee of 3% of the gross
sales price per ADS sold pursuant to the terms of such Sales Agreement.
LEGAL MATTERS
The validity of the securities offered hereby
and certain matters of Israeli law will be passed upon for us by Lipa Meir & Co., Tel Aviv, Israel. Certain matters of U.S.
federal securities law relating to this offering will be passed upon for us by Sullivan & Worcester LLP, New York, New York.
Gracin & Marlow, LLP, New York, New York acted as counsel to the placement agent.
EXPERTS
The consolidated financial statements of
Foresight Autonomous Holdings Ltd. as of December 31, 2019 and 2018, and for each of the years in the three-year period ended on
December 31, 2019 have been audited by Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent
registered public accounting firm, as stated in their report which is incorporated herein by reference (which report expresses
an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph referring to going concern).
Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
AND INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
We are an Israeli company and are a “foreign
private issuer” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from the rules
under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders
are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
In addition, we are not required under the
Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as
U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the
end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements
audited by an independent registered public accounting firm, and submit to the SEC, on a Form 6-K, unaudited quarterly financial
information.
In addition, since our Ordinary Shares were
traded on the TASE prior to our listing on Nasdaq, until June 15, 2017 we have filed Hebrew language periodic and immediate reports
with, and furnished information to, the TASE and the Israel Securities Authority, or the ISA, as required under Chapter Six of
the Israel Securities Law, 1968. Copies of our filings with the ISA can be retrieved electronically through the MAGNA distribution
site of the ISA (www.magna.isa.gov.il) and the TASE website (www.maya.tase.co.il).
The SEC also maintains a web site that contains
information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov.
This prospectus supplement and the accompanying
prospectus are part of registration statements on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the
rules and regulations of the SEC, this prospectus supplement and the accompanying prospectus do not contain all the information
set forth in the registration statements and the exhibits thereto filed with the SEC. For further information with respect to us
and the ADSs offered hereby, you should refer to the complete registration statements on Form F-3, which may be obtained from the
locations described above in the immediately preceding paragraph. Statements contained in this prospectus supplement, the accompanying
prospectus supplement or any document incorporated by reference herein or therein about the contents of any contract or other document
are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statements or any
other document incorporated by reference in the registration statements, you should read the exhibit for a more complete understanding
of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference
to the actual document.
The following documents filed with or furnished
to the SEC by us are incorporated by reference in this prospectus supplement and the accompanying prospectus:
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the Company’s financial results (other than non-GAAP financial results) included in the registrant’s Reports on Form 6-K furnished to the Commission on May 22, 2020;
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the Company’s financial results (other than non-GAAP financial results) included in the registrant’s Reports on Form 6-K furnished to the Commission on August 21, 2020;
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the Company’s report of foreign private issuer on Form 6-K furnished to the SEC on April 1, 2020 (with respect to the first two, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), April 6, 2020 (with respect to the first paragraph, the first two sentences of the second paragraph, the third through the sixth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), April 16, 2020, April 23, 2020 (with respect to the first, second, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), April 27, 2020, April 30, 2020, May 7, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), May 18, 2020, May 20, 2020, June 8, 2020 (with respect to first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), May 22, 2020 (with respect to first paragraph, the section titled “First Quarter 2020 Financial Results,” to the section titled “Balance Sheet Highlights,” to the section titled “First Quarter 2020 Corporate Highlights,” and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), June 11, 2020, June 11, 2020, June 22, 2020 (with respect to first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), June 24, 2020 (with respect to first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), July 6, 2020 (with respect to first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), July 16, 2020 (with respect to Exhibit 99.1 to the Form 6-K), July 17, 2020 (with respect to first, second and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), July 27, 2020 (with respect to first, second and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), August 3, 2020 (with respect to first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), August 25, 2020 (with respect to Exhibit 99.1 to the Form 6-K), August 28, 2020 (with respect to first, second, third and fifth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), September 3, 2020 (with respect to first, second, third and fifth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), September 4, 2020 (with respect to first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), October 2, 2020, October 13, 2020 (with respect to first three paragraphs and the
section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), October 21, 2020 (with respect to first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), November 4, 2020 (with respect to first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), November 12, 2020 (with respect to first paragraph, the section titled “Third Quarter 2020 Financial Results,” to the section titled “Balance Sheet Highlights,” to the section titled “Recent Corporate Highlights,” and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), December 4, 2020 (with respect to first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K) December 11, 2020 (with respect to first two paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K), December 16, 2020 (with respect to first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K);
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the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on March 31, 2020; and
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the description of the Company’s Ordinary Shares and ADSs contained in the Company’s registration statement on Form 20-F filed with the SEC pursuant to the Exchange Act on June 1, 2017 (File No. 001-38094), including any amendment or report filed which updates such description.
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All subsequent Annual Reports filed by us
pursuant to the Exchange Act on Form 20-F prior to the termination of this offering shall be deemed to be incorporated by reference
to this prospectus supplement and the accompanying prospectus and to be a part hereof and thereof from the date of filing of such
documents. We may also incorporate any Form 6-K subsequently submitted by us to the SEC prior to the termination of this offering
by identifying in such Forms 6-K that they are being incorporated by reference herein and in the accompanying prospectus, and any
Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus
and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein and in the accompanying prospectus shall be deemed to be modified or superseded for purposes
of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by reference herein and in the accompanying prospectus modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus supplement or the accompanying prospectus.
The information we incorporate by reference
is an important part of this prospectus supplement and the accompanying prospectus, and later information that we file with the
SEC that is incorporated by reference will automatically update and supersede the information contained in this prospectus supplement
and the accompanying prospectus.
We will provide you without charge, upon
your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits
to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone
requests to us at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona 7403650, Israel. Attention: Eliyahu Yoresh,
Chief Financial Officer, telephone number: +972-077-9709030.
Prospectus
$50,000,000
American Depositary Shares Representing Ordinary Shares
We
may offer and sell from time to time in one or more offerings up to a total amount of $50,000,000 of American Depositary Shares,
or ADSs. Each ADS represents five of our ordinary shares, no par value. Each time we sell ADSs pursuant to this prospectus, we
will provide in a supplement to this prospectus the price and any other material terms of any such offering. We may also authorize
one or more free writing prospectuses to be provided to you in connection with each offering. Any prospectus supplement and related
free writing prospectuses may also add, update or change information contained in the prospectus. You should read this prospectus,
any applicable prospectus supplement and related free writing prospectuses, as well as the documents incorporated by reference
or deemed incorporated by reference into this prospectus, carefully before you invest in the ADSs.
The
ADSs are traded on the Nasdaq Capital Market under the symbol “FRSX.”
Investing
in the ADSs involves a high degree of risk. Risks associated with an investment in the ADSs will be described in any applicable
prospectus supplement and are and will be described in certain of our filings with the Securities and Exchange Commission, or
SEC, as described in “Risk Factors” on page 2.
The
ADSs may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
or through a combination of such methods, on a continuous or delayed basis. For additional information on the methods of sale,
you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters
are involved in the sale of the ADSs with respect to which this prospectus is being delivered, the names of such agents or underwriters
and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price
to the public of the ADSs and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus
supplement.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed on completeness or the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is March 8, 2019
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registration
process. Under this shelf registration process, we may offer from time to time up to an aggregate of $50,000,000 of the ADSs in
one or more offerings. We sometimes refer to the ADSs as the “securities” throughout this prospectus.
Each
time we sell ADSs, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms
of such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering.
The prospectus supplement and any related free writing prospectuses may also add, update or change information contained in this
prospectus. You should read carefully both this prospectus, the applicable prospectus supplement and any related free writing
prospectus together with additional information described below under “Where You Can Find More Information and Incorporation
of Certain Information by Reference” before buying the ADSs being offered.
This
prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. For further
information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described
below under “Where You Can Find More Information and Incorporation of Certain Information by Reference.”
You
should rely only on the information contained or incorporated by reference in this prospectus, a prospectus supplement and related
free writing prospectuses. We have not authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should
not assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing
prospectuses is accurate on any date subsequent to the date set forth on the front of the document or that any information that
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects may have changed since those dates.
In
this prospectus, references to the terms “Foresight,” “the Company,” “we,” “us,”
“our” and similar terms, refer to Foresight Autonomous Holdings Ltd., unless we state or the context implies otherwise.
References to “Ordinary Shares” mean our Ordinary Shares, no par value.
Unless
derived from our financial statements or otherwise indicated, U.S. dollar translations of New Israeli Shekels, or NIS, amounts
presented in this prospectus are translated using a rate of NIS 3.65 to USD 1.00.
ABOUT
FORESIGHT AUTONOMOUS HOLDINGS LTD.
This
summary highlights information contained in the documents incorporated herein by reference. Before making an investment decision,
you should read the entire prospectus, and our other filings with the SEC, including those filings incorporated herein by reference,
carefully, including the sections entitled “Risk Factors” and “Warning Regarding Forward-Looking Statements.”
We
are a technology company engaged in the design, development and commercialization of stereo/quad-camera vision systems for the
automotive industry based on three-dimensional (3D) video analysis, advanced algorithms for image processing and sensor fusion.
We develop advanced systems for accident prevention, which are designed to provide real-time information about a vehicle’s
surroundings while in motion. Our systems are designed to improve driving safety by enabling highly accurate and reliable threat
detection while ensuring the lowest rates of false alerts. We target two vertical markets: advanced driver assistance systems
(ADAS) and semi-autonomous/autonomous vehicles.
Our
vision technology is based on stereoscopic technology, which is an image processing concept that uses synchronized cameras to
mimic the human depth perception and obtain a 3D view.
Our
systems create and analyze a 3D image in order to foresee possible collisions with vehicles, pedestrians, cyclists and other obstacles
in roadway environments (both urban and highway), while providing highly accurate real-time alerts with the lowest rates of false
alerts. Our powerful proprietary stereoscopic and quad-camera technology is based in part on intellectual property that
we have acquired from Magna B.S.P., or Magna, our controlling shareholder. Magna’s field-proven security technology has
been deployed for almost two decades in critical facilities worldwide, including borders, nuclear plants and airports.
We
are also engaged in the design and development of V2X (vehicle-to-everything) cellular-based accident prevention solutions that
connects users and infrastructure through smart cellular-based platforms. V2X is a wireless technology that enables communication
between the vehicles, infrastructure, and other devices in the vicinity, grid, home, and network. This type of communication enables
better traffic management, which leads to reduced congestion on the roads.
Our
V2X system, the Eye-Net™ solution is designed to provide real-time pre-collision alerts to vehicles and vulnerable road
users (pedestrians, cyclists, scooter drivers) by using smartphones and relying on existing cellular networks.
The
Eye-Net™ solution is a software-based platform, agnostic to cellular infrastructures, that seamlessly adapts to the cellular
network generation. The Eye-Net™ solution uses advanced algorithms to compensate for lag time due to network latency, and
to optimize alert timing for each of the road users involved. The Eye-Net™ solution is designed to provide a complementary
layer of protection beyond traditional Advanced Driver Assistance Systems and to extend protection to road users who are not in
direct line of sight, and not covered by other alerting systems and sensors.
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. - “Risk Factors” in our
most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information
appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light
of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing us.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business,
financial condition and results of operations could be materially adversely affected by any of these risks. The trading price
of our securities could decline due to any of these risks, and you may lose all or part of your investment. The discussion of
risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations
on such forward-looking statements discussed elsewhere in this prospectus.
WARNING
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains and any prospectus supplement may contain, and certain information incorporated by reference in this prospectus
and any prospectus supplement may contain, “forward-looking statements”. Forward-looking statements are often characterized
by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,”
“estimate,” “continue,” “believe,” “should,” “intend,” “project”
or other similar words, but are not the only way these statements are identified.
These
forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements
that contain projections of results of operations or of financial condition, statements relating to the research, development
and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments
that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking
statements on assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important
factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these
forward-looking statements include, among other things:
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overall global economic environment;
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the
impact of competition and new technologies;
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general
market, political and economic conditions in the countries in which we operate;
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projected
capital expenditures and liquidity;
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changes
in our strategy;
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litigation;
and
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those
factors referred to in our most recent Annual Report on Form 20-F in “Item 3. Key Information - D. Risk Factors,”
“Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,”
as well as in our Annual Report on Form 20-F generally, which is incorporated by reference into this prospectus.
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Readers
are urged to carefully review and consider the various disclosures made throughout this prospectus and any prospectus supplement,
which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results
of operations and prospects.
You
should not put undue reliance on any forward-looking statements. Any forward-looking statements are made as of the date hereof,
and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
CAPITALIZATION
AND INDEBTEDNESS
The
following table sets forth our total liabilities and shareholders’ equity as of September 30, 2018, and December 31, 2017.
The financial data in the following table is derived from our interim unaudited financial statements as of September 30, 3018,
and our audited financial statements as of December 31, 2017, as applicable, and should be read in conjunction with such financial
statements, which have been incorporated by reference in this prospectus.
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(U.S. dollars, in thousands)
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As of September 30,
2018
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As of December 31,
2017
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Cash and cash equivalents
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$
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11,172
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9,636
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Shareholders’ equity:
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Ordinary shares, no par value; Authorized 200,000,000 shares; Issued and
outstanding: 131,935,404 and 109,502,289 shares as of September 30, 2018, and December 31, 2017, respectively
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Additional paid in capital
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57,102
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44,114
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Accumulated deficit
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(24,540
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(19,297
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Total shareholders’ equity
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32,562
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24,817
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Total capitalization
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$
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32,562
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24,817
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REASONS
FOR THE OFFER AND USE OF PROCEEDS
Unless
otherwise set forth in the related prospectus supplement or, if applicable, the pricing supplement, we intend to use the net proceeds
from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations,
capital expenditures and business development. The specific purpose of any individual issuance of securities will be described
in the related prospectus supplement.
OFFER
AND LISTING DETAILS
Our
ADSs have been trading under the symbol “FRSX” on the Nasdaq Capital Market since June 15, 2017. Our ordinary shares
are listed on the Tel Aviv Stock Exchange, or TASE, under the symbol “FRSX.”
DESCRIPTION
OF OUR ORDINARY SHARES
The
following description of our share capital and provisions of our amended and restated articles of association are summaries and
do not purport to be complete.
Ordinary
Shares
As
of January 31, 2019, our authorized share capital consisted of 1,000,000,000 of our Ordinary Shares, of which 131,935,404 Ordinary
Shares were issued and outstanding. All of our outstanding Ordinary Shares have been validly issued, and are fully paid and non-assessable.
As
of January 31, 2019, an additional 15,254,955 of our Ordinary Shares were issuable upon the exercise of outstanding options to
purchase our Ordinary Shares. The exercise price of the options outstanding ranges between NIS 0.30 (approximately $0.08) and
NIS 6.96 (approximately $1.91) per share.
As
of January 31, 2019, an additional 55,603,301 of our Ordinary Shares were issuable upon the exercise of outstanding warrants to
purchase our Ordinary Shares. The exercise price of the warrants outstanding ranges between NIS 2.92 (approximately $0.80) and
NIS 4.00 (approximately $1.096) per share.
Our
registration number with the Israeli Registrar of Companies is 52-003606-2.
Purposes
and Objects of the Company
Our
purpose is set forth in Section 3 of our amended and restated articles of association and includes every lawful purpose.
The
Powers of the Directors
Our
Board of Directors shall direct our policy and shall supervise the performance of our chief executive officer and his actions.
Our Board of Directors may exercise all powers that are not required under the Israeli Companies Law, or the Companies Law, or
under our amended and restated articles of association to be exercised or taken by our shareholders or management.
Rights
Attached to Shares
Our
Ordinary Shares shall confer upon the holders thereof:
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equal
right to attend and to vote at all of our general meetings, whether regular or special, with each Ordinary Share entitling
the holder thereof, which attend the meeting and participate at the voting, either in person, electronically, or by a proxy
or by a written ballot, to one vote;
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equal
right to participate in distribution of dividends, if any, whether payable in cash or in bonus shares, in distribution of
assets or in any other distribution, on a per share pro rata basis; and
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equal
right to participate, upon our dissolution, in the distribution of our assets legally available for distribution, on a per
share pro rata basis.
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Shareholder’s
rights of inspection of the Company records
Pursuant
to the Companies Law, shareholders have the right to inspect the Company documents that are specified below:
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(1)
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minutes
of the general meetings;
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(2)
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the
Company’s shareholders register and the register of substantial shareholders;
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(3)
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a
document in the company’s possession, relating to an act or transaction with interested parties that requires approval
by the general meeting;
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(4)
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articles
of association and financial reports; and
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(5)
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any
document that the company must submit under the Companies Law and under any statute to
the Companies Registrar or to the Israeli Securities Authority and that is available
for public inspection at the Companies Registrar or the Israeli Securities Authority,
as the case may be.
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Election
of Directors
Pursuant
to our amended and restated articles of association, our directors are elected at an annual general meeting and/or a special meeting
of our shareholders and serve on the board of directors until they resign or until they cease to act as board members pursuant
to the provisions of our amended and restated articles of association or any applicable law. In addition, in the event the number
of members of our Board of Directors drops below the minimum number of three members, our amended and restated articles of association
allow our Board of Directors to appoint directors to fill vacancies on the Board of Directors (subject to the maximum number of
directors of ten) to serve until the next annual general meeting. External directors are elected for an initial term of three
years, may be elected for additional terms of three years each under certain circumstances and may be removed from office pursuant
to the terms of the Companies Law.
Annual
and Special Meetings
Under
the Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year, at such time
and place which shall be determined by our Board of Directors, which must be held no later than 15 months after the date of the
previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to as special
general meetings. Our Board of Directors may call special meetings whenever it sees fit and upon the written request of: (a) any
two of our directors or one quarter of the members of our Board of Directors; and/or (b) one or more shareholders holding, in
the aggregate, either (i) 5% or more of our outstanding issued shares and 1% of our outstanding voting power or (ii) 5% or more
of our outstanding voting power.
Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote
at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four
and forty days prior to the date of the meeting. The Companies Law and our amended and restated articles of association require
that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
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amendments
to our amended and restated articles of association;
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the
exercise of our Board of Director’s powers by a general meeting if our Board of Directors is unable to exercise its
powers and the exercise of any of its powers is required for our proper management;
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appointment
or termination of our auditors;
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appointment
of directors, including external directors;
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approval
of acts and transactions requiring general meeting approval pursuant to the provisions of the Companies Law and any other
applicable law;
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increases
or reductions of our authorized share capital; and
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a
merger (as such term is defined in the Companies Law).
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Notices
The
Companies Law and our articles of association require that a notice of any annual or special shareholders meeting be provided
to shareholders at least 21 days prior to the meeting, and if the agenda of the meeting includes, among other matters, the appointment
or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of
a merger, notice must be provided at least 35 days prior to the meeting.
Quorum
As
permitted under the Companies Law, the quorum required for our general meetings consists of at least two shareholders present
in person, by proxy or written ballot, who hold or represent between them at least 33 1/3% of the total outstanding voting
rights. If within half an hour of the time set forth for the general meeting a quorum is not present, the general meeting shall
stand adjourned the same day of the following week, at the same hour and in the same place, or to such other date, time and place
as prescribed in the notice to the shareholders and in such adjourned meeting, if no quorum is present within half an hour of
the time arranged, any number of shareholders participating in the meeting, shall constitute a quorum.
If
a special general meeting was summoned following the request of a shareholder, then a quorum required in an adjourned general
meeting, shall consist of at least one or more shareholders holding, in the aggregate, either (a) at least 5% of our issued and
outstanding share capital and at least 1% of our voting rights, or (b) at least 5% of our voting rights.
Adoption
of Resolutions
Our
amended and restated articles of association provide that all resolutions of our shareholders require a simple majority vote,
unless otherwise required under the Companies Law or our amended and restated articles of association. A shareholder may vote
in a general meeting in person, electronically, by proxy or by a written ballot.
Changing
Rights Attached to Shares
Unless
otherwise provided by the terms of the shares and subject to any applicable law, in order to change the rights attached to any
class of shares, such change must be adopted by the board of directors and at a general meeting of the affected class or by a
written consent of all the shareholders of the affected class.
The
enlargement of an existing class of shares or the issuance of additional shares thereof, shall not be deemed to modify the rights
attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares.
Provisions
Restricting Change in Control of Our Company
There
are no specific provisions of our amended and restated articles of association that would have an effect of delaying, deferring
or preventing a change in control of us or that would operate only with respect to a merger, acquisition or corporate restructuring
involving us (or Foresight Automotive Ltd. and Eye-Net Ltd., our wholly owned subsidiaries). However, as described below, certain
provisions of the Companies Law may have such effect.
The
Companies Law includes provisions that allow a merger transaction and requires that each company that is a party to the merger
have the transaction approved by its board of directors and, unless certain requirements described under the Companies Law are
met, a vote of the majority of its shareholders, and, in the case of the target company, also a majority vote of each class of
its shares. For purposes of the shareholder vote of each party, unless a court rules otherwise, the merger will not be deemed
approved if shares representing a majority of the voting power present at the shareholders meeting and which are not held by the
other party to the merger (or by any person or group of persons acting in concert who holds 25% or more of the voting power or
the right to appoint 25% or more of the directors of the other party) vote against the merger. If, however, the merger involves
a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger,
then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling
shareholders. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger
if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to
satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
In addition, a merger may not be completed unless at least (1) 50 days have passed from the time that the requisite proposals
for approval of the merger were filed with the Israeli Registrar of Companies by each merging company and (2) 30 days have passed
since the merger was approved by the shareholders of each merging company.
The
Companies Law also provides that an acquisition of shares in an Israeli public company must be made by means of a “special”
tender offer if as a result of the acquisition (1) the purchaser would become a holder of 25% or more of the voting rights in
the company, unless there is already another holder of at least 25% or more of the voting rights in the company or (2) the purchaser
would become a holder of 45% or more of the voting rights in the company, unless there is already a holder of more than 45% of
the voting rights in the company. These requirements do not apply if, in general, the acquisition (1) was made in a private placement
that received shareholders’ approval, subject to certain conditions, (2) was from a holder of 25% or more of the voting
rights in the company which resulted in the acquirer becoming a holder of 25% or more of the voting rights in the company, or
(3) was from a holder of more than 45% of the voting rights in the company which resulted in the acquirer becoming a holder of
more than 45% of the voting rights in the company. A “special” tender offer must be extended to all shareholders.
In general, a “special” tender offer may be consummated only if (1) at least 5% of the voting power attached to the
company’s outstanding shares will be acquired by the offeror and (2) the offer is accepted by a majority of the offerees
who notified the company of their position in connection with such offer (excluding the offeror, controlling shareholders, holders
of 25% or more of the voting rights in the company or anyone on their behalf, or any person having a personal interest in the
acceptance of the tender offer). If a special tender offer is accepted, then the purchaser or any person or entity controlling
it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for
the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year
from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial
special tender offer.
If,
as a result of an acquisition of shares, the acquirer will hold more than 90% of an Israeli public company’s outstanding
shares, the acquisition must be made by means of a tender offer for all of the outstanding shares. In general, if less than 5%
of the outstanding shares are not tendered in the tender offer and more than half of the offerees who have no personal interest
in the offer tendered their shares, all the shares that the acquirer offered to purchase will be transferred to it by operation
of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the
issued and outstanding share capital of the company or of the applicable class of shares. Shareholders may request appraisal rights
in connection with a full tender offer for a period of six months following the consummation of the tender offer, but the acquirer
is entitled to stipulate, under certain conditions, that tendering shareholders will forfeit such appraisal rights.
Lastly,
Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company,
less favorably than U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges
his Ordinary Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock
swap.
Changes
in Our Capital
The
general meeting may, by a simple majority vote of the shareholders attending the general meeting and subject to the provisions
of the Companies Law:
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increase
our registered share capital by the creation of new shares from the existing class or a new class, as determined by the general
meeting;
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cancel
any registered share capital which have not been taken or agreed to be taken by any person;
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consolidate
and divide all or any of our share capital into shares of larger nominal value than our existing shares;
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subdivide
our existing shares or any of them, our share capital or any of it, into shares of smaller nominal value than is fixed; and
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reduce
our share capital and any fund reserved for capital redemption in any manner, and with and subject to any incident authorized,
and consent required by the Companies Law.
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DESCRIPTION
OF THE AMERICAN DEPOSITARY SHARES
The
Bank of New York Mellon, as depositary, registered and delivered the ADSs. Each ADS represents five Ordinary Shares (or a right
to receive five Ordinary Shares) deposited with either the principal Tel Aviv office of the Bank Hapoalim or Leumi bank, as custodian
for the depositary. Each ADS also represents any other securities, cash or other property which may be held by the depositary.
The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the
deposited securities. The depositary’s office at which the ADSs will be administered is located at 101 Barclay Street, New
York, New York 10286. The Bank of New York Mellon’s principal executive office is located at 240 Greenwich Street, New York,
New York 10286.
You
may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate
evidencing a specific number of ADSs, registered in your name, or (ii) by having unregistered ADSs registered in your name, or
(B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or
indirect participant in the Depositary Trust Company, or DTC. If you hold ADSs directly, you are a registered ADS holder, also
referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on
the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You
should consult with your broker or financial institution to find out what those procedures are.
Registered
holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs
shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you
will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and all other persons indirectly or beneficially
holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit
agreement and the ADSs.
The
following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the
entire deposit agreement and the form of ADR.
Dividends
and Other Distributions
How
will you receive dividends and other distributions on the shares?
The
depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives
on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions
in proportion to the number of shares your ADSs represent.
Cash.
The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do
so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only
to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the
ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before
making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute
only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate
during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares.
The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary
will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing
those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional
ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or
ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights
to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any
other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders
or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its
fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case,
you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory
assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities
to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to
subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict
the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain
ADS holders, and the securities distributed may be subject to restrictions on transfer.
Other
Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it
thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide
to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what
we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required
to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal
to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees
and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute
securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you
may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them
available to you.
Deposit,
Withdrawal and Cancellation
How
are ADSs issued?
The
depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian.
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary
will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person
or persons that made the deposit.
How
can ADS holders withdraw the deposited securities?
You
may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes
or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited
securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at
your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the
depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share
or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited
securities.
How
do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You
may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel
that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated
ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange
of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those
ADSs.
Voting
Rights
How
do you vote?
ADS
holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary
to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’
meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain
how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date
set by the depositary. The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our amended
and restated articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities
as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting
instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
Except
by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your
ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any
event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote
as instructed.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be
nothing you can do if your shares are not voted as you requested.
In
order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited
Securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning
the matters to be voted upon at least 45 days in advance of the meeting date.
Fees
and Expenses
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Persons
depositing or withdrawing shares or ADS
holders
must pay:
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For:
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$5.00
(or less) per 100 ADSs (or portion of 100 ADSs).
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Issuance
of ADSs, including issuances resulting from a distribution of shares or rights or other
property.
Cancellation
of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
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$0.05
(or less) per ADS.
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Any
cash distribution to ADS holders.
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A
fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited
for issuance of ADSs.
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Distribution
of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders.
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$0.05
(or less) per ADSs per calendar year.
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Depositary
services.
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Registration
or transfer fees.
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Transfer
and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw
shares.
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Expenses
of the depositary.
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Cable,
telex and facsimile transmissions (when expressly provided in the deposit agreement).
Converting
foreign currency to U.S. dollars.
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Taxes
and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example,
stock transfer taxes, stamp duty or withholding taxes.
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As
necessary.
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Any
charges incurred by the depositary or its agents for servicing the deposited securities.
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As
necessary.
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The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs
for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.
The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to
ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until
its fees for those services are paid.
From
time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment
and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from
the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers,
foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share
fees, spreads or commissions.
The
depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account
and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation,
transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between
the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its
affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the
exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could
be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject
to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency
conversions is available upon request.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your ADS to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited
securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send
to ADS holders any property, remaining after it has paid the taxes.
Tender
and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The
depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder
surrendering ADSs and subject to any conditions or procedures the depositary may establish.
If
deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities,
the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders
of called ADSs upon surrender of those ADSs.
If
there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger,
consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives
new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities
as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to
hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the
depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If
there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary
may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for
new ADRs identifying the new deposited securities.
If
there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities
underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs
upon notice to the ADS holders.
Amendment
and Termination
How
may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment
becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs
and the deposit agreement as amended.
How
may the deposit agreement be terminated?
The
depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination
of the deposit agreement if
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60
days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted
its appointment;
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we
delist our shares from an exchange on which they were listed and do not list the shares on another exchange;
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we
appear to be insolvent or enter insolvency proceedings
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all
or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
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there
are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there
has been a replacement of deposited securities.
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If
the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At
any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the
money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability
for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will
sell as soon as practicable after the termination date.
After
the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited
securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or
reverse previously accepted surrenders of that kind if it would interfere with the selling process. The depositary may refuse
to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary
will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required
to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder
(until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described
in this paragraph.
Limitations
on Obligations and Liability
Limits
on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The
deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
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are
only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the
depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
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are
not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent
or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
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are
not liable if we or it exercises discretion permitted under the deposit agreement;
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are
not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages
for any breach of the terms of the deposit agreement, or for any;
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have
no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf
or on behalf of any other person;
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may
rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the
proper person;
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are
not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
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the
depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any
tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability
or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts
withheld in respect of tax or any other tax benefit.
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In
the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary
may require:
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payment
of stock transfer or other taxes or other governmental charges and transfer or registration
fees charged by third parties for the transfer of any shares or other deposited securities;
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satisfactory
proof of the identity and genuineness of any signature or other information it deems
necessary; and
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compliance
with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents.
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The
depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer
books are closed or at any time if the depositary or we think it advisable to do so.
Your
Right to Receive the Shares Underlying your ADSs
ADS
holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
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when
temporary delays arise because: (i) the depositary has closed its transfer books or we
have closed our transfer books; (ii) the transfer of shares is blocked to permit voting
at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;
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when
you owe money to pay fees, taxes and similar charges; or
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when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.
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This
right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-release
of ADSs
The
deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release
of the ADSs. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before
the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to
the depositary. The depositary may receive ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs
only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being
made represents to the depositary in writing that it or its customer owns the shares or ADSs to be deposited; (2) the pre-release
is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be
able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the
number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit
from time to time if it thinks it is appropriate to do so.
Direct
Registration System
In
the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to
as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by
DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs
through DTC and a DTC participant. Profile is feature of DRS that allows a DTC participant, claiming to act on behalf of a registered
holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver
those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder
to register that transfer.
In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement
understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS
holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act
on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the
parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the
DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the
depositary.
Shareholder
communications; inspection of register of holders of ADSs
The
depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited
securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications
or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of
ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following methods from time to time:
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a
block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent
but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
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exchange
distributions and/or secondary distributions;
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ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
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to
one or more underwriters for resale to the public or to investors;
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in
“at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market
maker or into an existing trading market, on an exchange or otherwise;
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transactions
not involving market makers or established trading markets, including direct sales or privately negotiated transactions; or
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through
a combination of these methods of sale.
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The
securities that we distribute by any of these methods may be sold, in one or more transactions, at:
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a
fixed price or prices, which may be changed;
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market
prices prevailing at the time of sale;
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prices
related to prevailing market prices; or
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We
will set forth in a prospectus supplement the terms of the offering of securities, including:
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the
name or names of any agents, dealers or underwriters;
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the
purchase price of the securities being offered and the proceeds we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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the
public offering price;
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any
discounts or concessions allowed or re-allowed or paid to dealers; and
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any
securities exchanges or markets on which such securities may be listed.
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If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time
to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities
offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. We may use underwriters with
whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any
such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may also sell securities directly to one or more purchasers without using underwriters or agents.
Underwriters,
dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act
and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting
discounts and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters,
dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify
them against specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may
engage in transactions with or perform services for us in the ordinary course of their businesses.
In
connection with an offering, an underwriter may purchase and sell securities in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by
the underwriters of a greater number of securities than they are required to purchase in the offering.
Accordingly,
to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid
for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed
to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed
in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions
may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the
open market. The impositions of a penalty bid may also affect the price of the securities to the extent that it discourages resale
of the securities. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be
effected on The Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.
EXPENSES
We
are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. We estimate these expenses to be approximately $36,225 which at the present time include the following categories
of expenses:
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SEC registration fee
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$
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6,225
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Legal fees and expenses
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$
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15,000
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Accounting fees and expenses
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$
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10,000
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Miscellaneous expenses
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$
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5,000
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Total
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$
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36,225
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In
addition, we anticipate incurring additional expenses in the future in connection with the offering of our securities pursuant
to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
LEGAL
MATTERS
Certain
legal matters concerning this prospectus will be passed upon for us by Zysman, Aharoni, Gayer and Sullivan & Worcester LLP,
New York, New York. Certain legal matters with respect to the validity of the Ordinary Shares represented by the ADSs offered
in this prospectus will be passed upon for us by Lipa Meir & Co, Tel Aviv, Israel.
EXPERTS
The
consolidated financial statements of Foresight Autonomous Holdings Ltd. as of December 31, 2017 and 2016, and for each of the
years in the three-year period ended on December 31, 2017 have been incorporated by reference herein in reliance upon the report
of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu Limited, an independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
AND INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
We
are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act
of 1934, as amended, or the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act related
to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the
reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
In
addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with
the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file
with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report
on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC,
on a Form 6-K, unaudited quarterly financial information.
In
addition, since our Ordinary Shares were traded on the TASE prior to our listing on Nasdaq, until June 15, 2017 we have filed
Hebrew language periodic and immediate reports with, and furnished information to, the TASE and the Israel Securities Authority,
or the ISA, as required under Chapter Six of the Israel Securities Law, 1968. Copies of our filings with the ISA can be retrieved
electronically through the MAGNA distribution site of the ISA (www.magna.isa.gov.il) and the TASE website (www.maya.tase.co.il).
We
maintain a corporate website at www.foresightauto.com. Information contained on, or that can be accessed through, our website
and other websites listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses
in this prospectus solely as inactive textual references.
The
SEC maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet
at http://www.sec.gov.
This
prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by
the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement
and the exhibits thereto filed with the SEC. For further information with respect to us and the ADSs offered hereby, you should
refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements
contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily
complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated
by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter
involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.
The
following documents filed with or furnished to the SEC by us are incorporated by reference in this prospectus:
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The
Company’s report of foreign private issuer on Form 6-K furnished to the SEC on March
28, 2018, May
2, 2018, May 9,
2018, May 23,
2018, June 4,
2018, June 11,
2018, June 12,
2018, June 21, 2018,
June 25, 2018,
June 26, 2018,
July 2, 2018,
July 6, 2018,
July 12, 2018,
August 6, 2018,
August 13, 2018,
August 17, 2018,
August 28, 2018,
November 5, 2018,
November 9, 2018,
November 15, 2018,
December 3, 2018,
December 17, 2018,
December 21, 2018,
January 3, 2019,
January 7, 2019,
January 22, 2019,
January 28, 2019,
January 30, 2019
and February 15, 2019;
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The
Company’s Annual Report on Form
20-F for the fiscal year ended December 31, 2017, filed with the SEC on March 27, 2018; and
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The
description of the Company’s Ordinary Shares and ADSs contained in the Company’s registration statement on Form
20-F filed pursuant to the Exchange Act on June 1, 2017 (File No. 001-38094), including any amendment or report filed
which updates such description.
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All
subsequent Annual Reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall
be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents.
We may also incorporate any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying
in such Forms 6-K that they are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The
information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC
will automatically update and supersede the information contained in this prospectus.
We
will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to us at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona 7414001,
Israel Attention: Eliyahu Yoresh, Chief Financial Officer, telephone number: +972-077-9709030.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers, substantially
all of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially
all of our assets and substantially all of our directors and officers are located outside of the United States, any judgment obtained
in the United States against us or any of our directors and officers may not be collectible within the United States.
We
have been informed by our legal counsel in Israel, Lipa Meir & Co, that it may be difficult to assert U.S. securities law
claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities
laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear
a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters
of procedure will also be governed by Israeli law.
Subject
to specified time limitations and legal procedures, an Israeli court may enforce a United States judgment in a civil matter, which,
subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities
Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the
judgment was rendered by a court which was, according to the foreign country’s laws and the rules of private international
law currently prevailing in Israel, competent to render it;
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the
judgment is no longer appealable;
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the
judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of
the judgment is not contrary to public policy in Israel; and
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the
judgment is enforceable according to the law of the foreign state in which it was given.
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A
foreign judgment will not be declared enforceable by Israeli courts if it was given in a state, the laws of which do not provide
for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to impair the
sovereignty or security of Israel. An Israeli court also will not declare a foreign judgment enforceable if it is proved to the
Israeli court that:
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the
judgment was obtained by fraud;
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no
adequate service of process has been effected and the defendant has not had a reasonable opportunity to be heard and to present
his or her evidence;
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the
judgment is in conflict with another judgment that was given in the same matter between the same parties and which is still
valid; or
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at
the time the action was brought to the foreign court a claim in the same matter and between the same parties was pending before
a court or tribunal in Israel.
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If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted
into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an
amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at
the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending
collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli
consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors
must bear the risk of unfavorable exchange rates.
6,265,063 American Depositary Shares
Each Representing Five Ordinary Shares
Foresight Autonomous Holdings Ltd.
PROSPECTUS
Lead Placement Agent
A.G.P.
Co-Placement Agent
Aegis
Capital Corp.
December 28, 2020
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