Report of Foreign Issuer (6-k)
May 20 2020 - 9:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of: May 2020 (Report No. 3)
Commission
file number: 001-38094
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
(Translation
of registrant’s name into English)
7
Golda Meir
Ness
Ziona 7403650 Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
CONTENTS
Pricing
of Registered Direct Offering
On
May 19, 2020, Foresight Autonomous Holdings Ltd., or the Registrant, entered into definitive securities purchase agreements
(each, a “Purchase Agreement”) with U.S. institutional investors and Israeli qualified investors to purchase
8,333,334 of the Registrant’s American Depositary Shares, or ADSs, representing 41,666,670 ordinary shares, at a
purchase price of $0.60 per ADS in a registered direct offering, or the Registered Direct Offering. The total gross proceeds
to the Registrant from the Registered Direct Offering will total approximately $5 million. The closing of the sale of the
ADSs is expected to occur on or about May 21, 2020, subject to the satisfaction of customary closing
conditions.
Pursuant
to the Purchase Agreements, the Registrant has agreed not to issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents, or file any registration statement or any amendment
or supplement thereto, for a period of 90 days following the closing of the Registered Direct Offering, subject to certain customary
exceptions.
The
Registrant also entered into a letter agreement, or the Placement Agency Agreement, with A.G.P./Alliance Global Partners, as sole
placement agent, or the Placement Agent, dated May 19, 2020, pursuant to which the Placement Agent agreed to serve as the placement
agent for the Company in connection with the Registered Direct Offering. The Company agreed to pay the Placement Agent a cash
placement fee equal to 7.0% of the gross proceeds received for the ADSs.
The
ADSs to be issued in the Registered Direct Offering will be issued pursuant to a prospectus supplement dated as of May 19, 2020,
which will be filed with the Securities and Exchange Commission in connection with a takedown from the Company’s shelf registration
statement on Form F-3 (File No. 333-229715), which became effective on March 8, 2019. This Report shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the ADSs in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction. This Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale
of the ADSs in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
The
Company’s press release containing additional details of the Registered Direct Offering is filed as Exhibit 99.1 hereto.
Copies of the Purchase Agreements and the Placement Agency Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this
Report and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified in their
entirety by reference to, such exhibits.
This
Report is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-229715) and Form
S-8 (Registration No. 333-229716), filed with the Securities and Exchange Commission, to be a part thereof from the date
on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
A
copy of the opinion of Lipa Meir & Co. relating to the legality of the issuance and sale of the ordinary shares underlying
the ADSs is attached as Exhibit 5.1 hereto.
Warning
Concerning Forward Looking Statements
This
Report of Foreign Private Issuer on Form 6-K contains forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,”
“anticipates,” “intends,” "plans,” “believes,” “seeks,” “estimates”
and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight
is using forward-looking statements in this Report when it discusses expected timing of the closing of the offering and planned
use of the net proceeds from the offering. Because such statements deal with future events and are based on Foresight’s
current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of
Foresight could differ materially from those described in or implied by the statements in this Report.
The
forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed
under the heading “Risk Factors” in Foresight’s annual report on Form 20-F filed with the SEC on March 31, 2020,
and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly
release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information
contained on such websites is not incorporated by reference into this Report. Foresight is not responsible for the contents of
third party websites.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Foresight Autonomous Holdings
Ltd.
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(Registrant)
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By:
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/s/
Eli Yoresh
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Name:
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Eli Yoresh
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Title:
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Chief Financial Officer
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Date:
May 20, 2020
3
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