SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Foresight
Autonomous Holdings Ltd.
(Name
of Issuer)
American
Depositary Shares, each representing five Ordinary Shares, no par
value
(Title
of Class of Securities)
345523104
(CUSIP
Number)
May
19, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP
No. 345523104 |
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13G |
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Page
2 of 9 Pages |
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|
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Ventures LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
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3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California, United States |
NUMBER
OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
22,592,415
Ordinary Shares (1)
|
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
22,592,415
Ordinary Shares (1)
|
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,592,415 Ordinary Shares (1) |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98% (2) |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
|
(2) |
Based
on information reported in a prospectus supplement, filed by the
Issuer on May 20, 2020 in connection with an offering of American
Depositary Shares, which forms a part of a shelf registration
statement on Form F-3 that was declared effective on March 8, 2019,
there are 226,416,272 Ordinary Shares (defined below) of the Issuer
outstanding following such offering. |
|
CUSIP
No. 345523104 |
|
13G |
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Page
3 of 9 Pages |
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|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brendan O’Neil |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
22,592,415 Ordinary Shares (1) |
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
22,592,415 Ordinary Shares (1) |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,592,415 Ordinary Shares (1) |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98% (2) |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
(2) |
Based
on information reported in a prospectus supplement, filed by the
Issuer on May 20, 2020 in connection with an offering of American
Depositary Shares, which forms a part of a shelf registration
statement on Form F-3 that was declared effective on March 8, 2019,
there are 226,416,272 Ordinary Shares (defined below) of the Issuer
outstanding following such offering. |
|
CUSIP
No. 345523104 |
|
13G |
|
Page
4 of 9 Pages |
|
|
|
|
1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Coulston |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
|
3. |
SEC
USE ONLY
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
|
6. |
SHARED
VOTING POWER
22,592,415 Ordinary Shares (1) |
|
7. |
SOLE
DISPOSITIVE POWER
0 |
|
8. |
SHARED
DISPOSITIVE POWER
22,592,415 Ordinary Shares (1) |
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,592,415 Ordinary Shares (1) |
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98% (2) |
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
(2) |
Based
on information reported in a prospectus supplement, filed by the
Issuer on May 20, 2020 in connection with an offering of American
Depositary Shares, which forms a part of a shelf registration
statement on Form F-3 that was declared effective on March 8, 2019,
there are 226,416,272 Ordinary Shares (defined below) of the Issuer
outstanding following such offering. |
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CUSIP
No. 345523104 |
|
13G |
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Page
5 of 9 Pages |
Item
1(a). Name of Issuer:
Foresight
Autonomous Holdings Ltd. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive
Offices:
The
Issuer’s principal executive offices are located at 7 Golda Meir
St., Ness Ziona, 7403650, Israel
Item
2(a). Names of Persons Filing:
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This
statement is filed by: |
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|
|
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(i) |
Ionic
Ventures LLC, a California limited liability company
(“Ionic”); |
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(ii) |
Brendan
O’Neil (“Mr. O’Neil”); and |
| |
|
| |
(iii) |
Keith
Coulston (“Mr. Coulston”). |
The
foregoing persons are hereinafter sometimes collectively referred
to as the “Reporting Persons.” Any disclosures herein with
respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
The
Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which they have agreed to file this Schedule 13G
jointly in accordance with the provisions of Rule 13d-1(k) of the
Act.
The
filing of this statement should not be construed in and of itself
as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none,
Residence:
The
principal business address of each of the Reporting Persons is 3053
Fillmore St, Suite 256 San Francisco, CA 94123.
Item
2(c). Citizenship:
Ionic
is a limited liability company organized under the laws of
California. Each of Mr. O’Neil and Mr. Coulston is a citizen of the
United States.
Item
2(d). Title of Class of Securities:
American
Depositary Shares (“ADS”), each representing five ordinary
shares, no par value (the “Ordinary Shares”).
Item
2(e). CUSIP Number:
345523104
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CUSIP
No. 345523104 |
|
13G |
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Page
6 of 9 Pages |
Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is
a:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting
Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Schedule 13G and is incorporated herein by reference for each
such Reporting Person. The ownership percentages reported are based
on information reported in a prospectus supplement, filed by the
Issuer on May 20, 2020 in connection with an offering of ADSs,
which forms a part of a shelf registration statement on Form F-3
that was declared effective on March 8, 2019. Pursuant to such
prospectus supplement, there are 226,416,272 Ordinary Shares of the
Issuer outstanding following the offering.
As of
May 19, 2020, Ionic is the beneficial owner of 22,592,415 Ordinary
Shares (the “Shares”). Ionic has the power to dispose of and
the power to vote the Shares beneficially owned by it, which power
may be exercised by its managers, Mr. O’Neil and Mr. Coulston. Mr.
O’Neil and Mr. Coulston, as managers of Ionic, have shared power to
vote and/or dispose of the Shares beneficially owned by Ionic.
Neither Mr. O’Neil nor Mr. Coulston directly owns any ADSs or
Ordinary Shares of the Issuer. By reason of the provisions of Rule
13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed
to beneficially own the Shares beneficially owned by
Ionic.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
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CUSIP
No. 345523104 |
|
13G |
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Page
7 of 9 Pages |
Item 7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
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CUSIP
No. 345523104 |
|
13G |
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Page
8 of 9 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Date:
May 21, 2020 |
IONIC
VENTURES, LLC |
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|
| |
/s/
Keith Coulston |
| |
Name:
Keith Coulston |
| |
Title:
Partner |
| |
|
| |
/s/
Brendan O’Neil |
| |
Brendan
O’Neil |
| |
|
| |
/s/
Keith Coulston |
| |
Keith
Coulston |
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CUSIP
No. 345523104 |
|
13G |
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Page
9 of 9 Pages |
EXHIBIT 1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall
be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the
information concerning him or it contained herein and therein, but
shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate. The undersigned hereby further agree that this Joint
Filing Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the
same instrument.
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Date:
May 21, 2020 |
IONIC
VENTURES, LLC |
| |
|
| |
/s/
Keith Coulston |
| |
Name:
Keith Coulston |
| |
Title:
Partner |
| |
|
| |
/s/
Brendan O’Neil |
| |
Brendan
O’Neil |
| |
|
| |
/s/
Keith Coulston |
| |
Keith
Coulston |
