As filed with the Securities and Exchange Commission on June 26,
2020
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Foresight Autonomous Holdings Ltd.
(Exact name of registrant as specified in its charter)
|
State
of Israel |
|
Not
applicable |
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.) |
7 Golda Meir, Ness Ziona, 7414001 Israel
(Address of Principal Executive Offices)
Foresight Autonomous Holdings Ltd. 2016 Equity Incentive
Plan
(Full title of the plan)
Sullivan & Worcester LLP
1633 Broadway, New York, NY 10019
212-660-5000
(Name, address and telephone number of agent for service)
COPIES TO:
|
Oded Har-Even, Esq.
David Huberman, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
(212)-660-3000
|
Eitan Shmueli, Adv.
Gregory Irgo, Adv.
Lipa Meir & Co
2 Weitzman St
Tel Aviv 6423902, Israel
(972) 3-607-0690
|
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
|
Smaller
reporting company ☐ |
| |
|
Emerging
growth company ☒ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
|
Title of Securities to be Registered |
|
Amount to be
registered (2) |
|
|
Proposed
maximum
offering
price
per share |
|
|
Proposed
maximum
aggregate
offering price |
|
|
Amount of
registration fee |
|
| Ordinary Shares
(1) |
|
|
22,391,785 |
(3) |
|
$ |
0.26 |
(4) |
|
$ |
5,821,864.10 |
|
|
$ |
755.68 |
|
| Total |
|
|
22,391,785 |
|
|
|
N/A |
|
|
$ |
5,821,864.10 |
|
|
$ |
755.68 |
|
| (1) |
American
Depository Shares, or ADSs, evidenced by American Depository
Receipts, or ADRs, issuable upon deposit of Ordinary Shares, no par
value per share, of Foresight Autonomous Holdings Ltd., or the
Registrant, are registered on a separate Registration Statement on
Form F-6 (File No. 333-217881). Each ADS represents five (5)
Ordinary Shares. |
| (2) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, or the
Securities Act, this Registration Statement also covers an
indeterminate number of additional securities which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or similar transactions. |
| (3) |
Represents
Ordinary Shares reserved for issuance upon the exercise of options
that may be granted under the plan to which this Registration
Statement relates. |
| (4) |
The
fee is based on the number of Ordinary Shares which may be issued
under the plan to which this Registration Statement relates and is
estimated in accordance with paragraphs (c) and (h) of Rule 457
under the Securities Act solely for the purpose of calculating the
registration fee based upon the average of the high and low sales
price of an ADS as reported on the Nasdaq Capital Market on June
19, 2020. |
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8, or the
Registration Statement, is to register 22,391,785 additional
Ordinary Shares of Foresight Autonomous Holdings Ltd., or the
Registrant or the Company, to be reserved for issuance under the
Foresight Autonomous Holdings Ltd. 2016 Equity Incentive Plan, or
the Plan, which are in addition to the 19,531,288 Ordinary Shares
under the Plan registered on the Company’s Registration Statement
on Form S-8 filed by the Registrant with the Securities and
Exchange Commission, or the Commission, on February 15, 2019
(Commission File No. 333-229716), or the Prior Registration
Statement.
This Registration Statement relates to securities of the same class
as those to which the Prior Registration Statement relates, and is
submitted in accordance with General Instruction E to Form S-8
regarding Registration of Additional Securities. Pursuant to
Instruction E of Form S-8, the contents of the Prior Registration
Statement are incorporated herein by reference and made part of
this Registration Statement, except as amended hereby.
The increase in the number of Ordinary Shares authorized for
issuance under the Plan was approved by the board of directors of
the Company on May 27, 2020.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of this
Registration Statement have been or will be sent or given to
participating employees as specified in Rule 428(b)(1) under the
Securities Act, in accordance with the rules and regulations of the
Commission. Such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
These documents and the documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following additional documents, which have been filed by the
Registrant with the Commission are incorporated by reference in and
made a part of this Registration Statement, as of their respective
dates:
| |
(a) |
The
Registrant’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2019, filed
with the Commission on March 31, 2020; |
| |
(b) |
The
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;
and |
| |
(c) |
The
Registrant’s Reports on Form 6-K furnished to the
Commission 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),
June 11, 2020 (“first Form 6-K submitted on such date”),
June 11, 2020 (“second Form 6-K submitted on such date”),
June 22, 2020 and
June 24, 2020 (with
respect to the first two paragraphs and the section titled
“Forward-Looking Statements” in the press release attached as
Exhibit 99.1 to the Form 6-K); and |
| |
(d) |
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 Securities
Exchange Act of 1934, as amended, or the Exchange Act, on June 1,
2017 (File No. 001-38094), as amended by Exhibit 2.D to the
Registrant’s Annual Report on Form 20-F for the year ended December
31, 2019, and including any further amendment or report filed or to
be filed for the purpose of updating such description. |
In addition to the foregoing, all documents subsequently filed by
the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, and all reports on Form 6-K subsequently filed by
the registrant which state that they are incorporated by reference
herein, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents and reports.
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 Registration Statement to the
extent that a statement herein, or in any subsequently filed
document which also is or is deemed to be incorporated by
reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ness Ziona, State of Israel, on June 26,
2020.
| |
FORESIGHT
AUTONOMOUS HOLDINGS LTD. |
| |
|
|
| |
By: |
/s/
Haim Siboni |
| |
|
Name:
Haim Siboni |
| |
|
Title:
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Foresight Autonomous
Holdings Ltd., hereby severally constitute and appoint Haim Siboni
and Eli Yoresh, and each of them individually, our true and lawful
attorney to sign for us and in our names in the capacities
indicated below any and all amendments or supplements, including
any post-effective amendments, to this Registration Statement on
Form S-8 and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney full power and authority to
do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming our signatures to said amendments to this
Registration Statement signed by our said attorney and all else
that said attorney may lawfully do and cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated.
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/
Haim Siboni |
|
Chief
Executive Officer and Director |
|
June
26, 2020 |
| Haim
Siboni |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
|
/s/
Eli Yoresh |
|
Chief
Financial Officer |
|
June
26, 2020 |
| Eli
Yoresh |
|
(principal
financial officer and principal accounting
officer) |
|
|
| |
|
|
|
|
|
/s/
Michael Gally |
|
Chairman
of the Board |
|
June
26, 2020 |
| Michael
Gally |
|
|
|
|
| |
|
|
|
|
|
/s/
Ehud Aharoni |
|
Director |
|
June
26, 2020 |
| Ehud
Aharoni |
|
|
|
|
| |
|
|
|
|
|
/s/
Daniel Avidan |
|
Director |
|
June
26, 2020 |
| Daniel
Avidan |
|
|
|
|
| |
|
|
|
|
|
/s/
Shaul Gilad |
|
Director |
|
June
26, 2020 |
| Shaul
Gilad |
|
|
|
|
| |
|
|
|
|
|
/s/
Zeev Levenberg |
|
Director |
|
June
26, 2020 |
| Zeev
Levenberg |
|
|
|
|
| |
|
|
|
|
|
/s/
Vered Raz-Avayo |
|
Director |
|
June
26, 2020 |
| Vered
Raz-Avayo |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED
STATES
Pursuant to the Securities Act of 1933, as amended, the
undersigned, Sullivan & Worcester LLP, the duly authorized
representative in the United States of Foresight Autonomous
Holdings Ltd., has signed this Registration Statement on Form S-8
on June 26, 2020.
| |
/s/
Sullivan & Worcester LLP |
| |
Sullivan
& Worcester LLP |
II-4
