As
filed with the Securities and Exchange Commission on February 15, 2019
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)
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State
of Israel
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Not
applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification No.)
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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)
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
1633
Broadway, New York, NY 10019
212-660-5000
(Name,
address and telephone number of agent for service)
COPIES
TO:
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Oded
Har-Even, Esq.
Robert
V. Condon III, Esq.
David
Huberman, Esq.
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
1633
Broadway
New
York, NY 10019
(212)-660-3000
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Eitan
Shmueli, Adv.
Gregory
Irgo, Adv
.
Lipa
Meir & Co
2
Weitzman St
Tel
Aviv 6423902, Israel
(972)
3-607-0690
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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.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☐
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Emerging
growth company ☒
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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
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Title of Securities to be Registered
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Amount to be
registered (2)
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Ordinary Shares (1)
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1,594,205
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$
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0.082
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(3)
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$
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131,390.52
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$
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15.92
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Ordinary Shares (1)
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2,983,334
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$
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0.536
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(3)
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$
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1,598,214.64
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$
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193.7
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Ordinary Shares (1)
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2,150,000
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$
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0.634
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(3)
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$
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1,363,832.42
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$
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165.3
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Ordinary Shares (1)
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900,000
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$
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1.684
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(3)
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$
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1,515,659.34
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$
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183.7
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Ordinary Shares (1)
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970,000
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$
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0.981
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(3)
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$
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951,346.15
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$
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115.3
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Ordinary Shares (1)
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3,933,749
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$
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1.038
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(3)
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$
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4,085,047.04
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$
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495.11
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Ordinary Shares (1)
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7,000,000
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(4)
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$
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0.356
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(5)
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$
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2,490,384.62
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$
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301.83
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Total
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19,531,288
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N/A
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$
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12,135,874.73
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$
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1,470.87
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(1)
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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., are registered on a separate Registration Statement on Form
F-6 (File No. 333-217881). Each ADS represents five (5) Ordinary Shares.
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(2)
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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.
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(3)
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Computed
in accordance with Rule 457(h) promulgated under the Securities Act based on the exercise price of the options underlying
the Ordinary Shares. When initially set in New Israeli Shekels, or NIS, the amount is translated (solely for the purpose of
calculating the registration fee) using the rate of NIS 3.64 to US $1.00, the representative rate of exchange as
of February 11, 2019 as published by the Bank of Israel.
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(4)
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Represents
Ordinary Shares reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration
Statement relates.
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(5)
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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 February 11, 2019.
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EXPLANATORY
NOTE
This
Registration Statement relates to 19,531,288 Ordinary Shares to be issued in the future upon the exercise of options that have
been, or may be, granted under the Foresight Autonomous Holdings Ltd. 2016 Equity Incentive Plan.
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 United
States Securities and Exchange Commission, or 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:
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(a)
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The
registrant’s Annual Report on Form 20-F filed with the Commission on March 27, 2018;
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(b)
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The
financial results (other than non-GAAP financial results) included in the registrant’s Reports on Form 6-K furnished
to the Commission on March 28, 2018 and May 23, 2018; and
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(c)
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The
registrant’s Reports on Form 6-K furnished to the Commission on May 9, 2018, June 4, 2018, June 12, 2018,
June 21, 2018, June 25, 2018, June 26, 2018, July 12, 2018, August 6, 2018, August 13, 2018, August 17, 2018 and August 28,
2018; and
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(d)
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The
description of the registrant’s Ordinary Shares, no par value per share, and the American Depository Shares representing
the Ordinary Shares, contained in the Registration Statement on Form 20-F, filed on May 11, 2017, including any amendment
or report filed for the purpose of updating such description.
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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 of 1934, as amended, or 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
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Indemnification
The
Israeli Companies Law (5759-1999), or the Companies Law, provides that a company may indemnify an office holder against the
following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking
made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
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●
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a
financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or
her capacity as an office holder, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided
in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen
based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined
by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen
events and amount or criteria;
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●
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reasonable
litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized
to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against
such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal
proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if
such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;
and (b) in connection with a monetary sanction;
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●
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reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and
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●
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expenses incurred by an office holder in connection with an Administrative Procedure under the Israel Securities Law, 1968, or the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.
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Exculpation
Under
the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty,
but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused
to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision
authorizing such exculpation is included in its articles of association.
Limitations
The Companies Law provides that the Company
may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability
incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case
of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe
that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out
intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an
illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Under the Companies Law, exculpation, indemnification
and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and,
with respect to certain office holders or under certain circumstances, also by the shareholders.
The registrant’s amended and restated articles of association
allow
it to indemnify its office holders up to a certain amount and also provide that it may exculpate any office holder from liability
to it to the fullest extent permitted by law. The registrant has entered into indemnification and exculpation agreements with all
of its directors and with certain members of its senior management. Each such agreement provides the office holder with indemnification
permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors
and officers insurance. Notwithstanding the above, subject to the approvals required by applicable law, the registrant intends
to amend its articles of association and the customary letter of exculpation, in a manner that a grantee of such letter will not
be exculpated with regard to a decision and/or a transaction in which the registrant’s controlling shareholder and/or any
office holder has personal interest in.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
Item
9. Undertakings.
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
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provided,
however,
that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b)
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The
undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities
Act, each filing of the company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
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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 February 15,
2019.
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FORESIGHT
AUTONOMOUS HOLDINGS LTD.
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By:
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/s/
Haim Siboni
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Name:
Haim Siboni
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Title:
Chief Executive Officer
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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.
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Signature
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Title
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Date
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/s/
Haim Siboni
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Chief
Executive Officer and Director
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February
15, 2019
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Haim
Siboni
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(principal
executive officer)
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/s/
Eli Yoresh
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Chief
Financial Officer
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February
15, 2019
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Eli
Yoresh
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(principal
financial officer and principal accounting officer)
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/s/
Michael Gally
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Chairman
of the Board
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February
15, 2019
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Michael
Gally
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/s/
Ehud Aharoni
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Director
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February
15, 2019
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Ehud
Aharoni
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/s/
Daniel Avidan
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Director
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February
15, 2019
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Daniel
Avidan
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/s/
Shaul Gilad
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Director
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February
15, 2019
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Shaul
Gilad
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/s/
Zeev Levenberg
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Director
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February
15, 2019
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Zeev
Levenberg
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/s/
Vered Raz-Avayo
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Director
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February
15, 2019
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Vered
Raz-Avayo
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, Zysman, Aharoni, Gayer and 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 February 15, 2019.
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/s/
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
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Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP
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Exhibit 5.1
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ד“ר
ליפא מאיר
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דנית
רימון
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גרגורי
אירגו
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ישי
לבנון
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ISHAY LEVANON
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GREGORY
IRGO
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DANIT RIMON
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DR. LIPA
MEIR
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צוריאל
לביא
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ד“ר
יריב אילן
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יצחק
אנידגר
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שחף
רוט-קליין
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SHAHAF ROTH-KLEIN
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ISAAC ANIDJAR
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DR. YARIV ILAN
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ZURIEL LAVIE
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אלון
פומרנץ
|
עידית
אייזדורפר (I)
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דור
אבינרי
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יפית
ממיסטבלוב
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YAFIT MAMISTVALOV
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DOR AVINERY
|
IDIT EISDORFER (I)
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ALON POMERANC
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ארתור
מוהר (I)
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אדמית
כהן-וינשטוק
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איילת
רם
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עידו
זבורוף
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IDO ZABOROF
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AYELET RAM
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ADMIT COHEN-WEINSHTOK
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ARTHUR MOHER (I)
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עוזי
מור
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מאיר
אלבוים
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ליהי
אלימלך
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ניר
דפני
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NIR DAFNI
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LIHI ELIMELECH
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MEIR ELBAUM
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UZI MOR
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גרי
קופלוביץ
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טלי
לב (II/III)
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רעות
בייץ
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עדן
בן לולו
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EDEN BEN LULU
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REUT BEITZ
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TALI LEV (II/III)
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GARY COPELOVITZ
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גד אזור
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סילביה
גל-יהב
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ניר
מנחם
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טל מורג
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TAL MORAG
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NIR MENAHEM
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SYLVIA GAL-YAHAV
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GAD AZOR
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ארז
דר לולו
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אסף
אילוז
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קרן
בוצר
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גד קרן
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GAD KEREN
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KEREN BOZER
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ASAF ILUZ
|
EREZ DAR LULU
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יריב
שלום
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שי תמר
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לילך
הוק
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שיר
דיגמי-טל
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SHIR DIGMI-TAL
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LILACH HOEK
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SHAY TAMAR
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YARIV SHALOM
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רונן
בהרב
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רועי
אייז
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איתמר
ליפנר
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צח כהן
|
TZAH COHEN
|
ITAMAR LIPPNER
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ROY AIZ
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RONEN BAHARAV
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ד“ר
זיו פרייז (II)
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ד“ר
גאי כרמי
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גיא
משולם
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נוף
שדה
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NOF SADEH
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GUY MESHULAM
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DR. GUY CARMI
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DR. ZIV M. PREIS (II)
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מיכל
שורץ
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נופר
טפליץ
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יוני
שטינמץ
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תם פישר
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TOM FISHER
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YONI SHTAINMETZ
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NUPHAR TEPLIZ
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MICHAL SCHWARTZ
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שבתאי
מיכאלי
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יוסי
מנדלבאום
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אלה
בן-דור
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דפנה
הורוביץ
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DAFNA HOROVITZ
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ELLA BEN-DOR
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YOSSI MANDELBAUM
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SHABTAI MICHAELI
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איתן
שמואלי
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שמרית
כרמי-נעמת
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טל אסולין-מנחמוב
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TAL ASULIN-MENAHEMOV
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SHIMRIT CARMY NAAMAT
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EITAN SHMUELI
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שירלי
יפרח-אזור
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עומר
מאירי
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יותם
וייס
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YOTAM WEISS
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OMER MEIRI
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SHIRLEY IFRACH-AZOR
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ד“ר
ציפי איסר איציק
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רוני
שבס
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רימון
דיין
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RIMON DAYAN
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SHEVES RONI
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DR. TZIPI ISER ITSIQ
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גלי
אופינסקי
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קרנית
אקריש
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תום
ניסני
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ד“ר
יהודה בן מאיר (IV)
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DR. YEHUDA BEN-MEIR
(IV)
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TOM NISSANI
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KARNIT AKRISH
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GALI OPINSKY
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דוד
וינשטיין
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יערה
פרוינד
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ארז
גולן (נעים)
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ד“ר
אירית מבורך (IV)
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DR. IRIT MEVORACH (IV)
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EREZ GOLAN (NAIM)
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YAARA FRUEND
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DAVID WEINSTEIN
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2 WEIZMANN ST. TEL AVIV 6423902 ISRAEL, BET
AMOT HASHKAOT, FAX:+ 972-3-6070666 :
פקס
PHONE: +972-3-6070600
:ויצמן 2 ת"א
6423902, בית אמות השקעות, טלפון
February 15, 2019
Foresight Autonomous Holdings Ltd.
7 Golda Meir Str.
Ness Ziona 7403650
Israel
Re:
Foresight Autonomous Holdings
Ltd.
We refer to the Registration
Statement on Form S-8 (the “
Registration Statement
”) to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “
Act
”), on behalf of Foresight Autonomous Holdings Ltd. (the
“
Company
”), relating to 19,531,288 of the Company’s Ordinary Shares, no par value per share, under the
Foresight Autonomous Holdings Ltd. 2016 Equity Incentive Plan (the “
Plan
”).
We are members of
the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.
In connection with
this opinion, we have examined such corporate records, other documents, and such questions of Israeli law as we have considered
necessary or appropriate. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies,
the authenticity of the originals of such copies and the due constitution of the Board of Directors of the Company.
Based on the foregoing
and subject to the qualifications stated herein, we advise you that in our opinion, the shares issuable under the Plan have been
duly authorized and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent
to the filing of this opinion as part of the Registration Statement. This consent is not to be construed as an admission that we
are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
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Sincerely yours,
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/s/ Lipa Meir & Co
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WWW.LIPAMEIR.CO.IL
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EMAIL: LAW@LIPAMEIR.CO.IL
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MEMBER: ALLYLAW
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(I) NOTARY
(II) ADMITTED IN NY (III) ADMITTED IN ENGLAND (IV) OF COUNSEL
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(I) נוטריון (II)
רשיון עו”ד בניו יורק
(III) רשיון עו”ד באנגליה (IV)
יועץ
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