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: November 2022 (Report No. 2)
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
Attached
hereto and incorporated herein is Foresight Autonomous Holdings Ltd.’s (the “Registrant”) press release issued on November
22, 2022, titled “Foresight: Eye-Net Successfully Showcases its Advanced Solution to Leading OEMs and Tier One Suppliers in Japan.”
In
addition, attached hereto and incorporated herein is the Registrant’s press release issued on November 22, 2022, titled “Foresight
Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Requirements.”
This
Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-252334) and Form
S-8 (Registration No. 333-229716 and 333-239474), 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the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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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| Date: November 22, 2022 |
By: |
/s/ Eli Yoresh |
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Name: |
Eli Yoresh |
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Title: |
Chief Financial Officer |
2
Exhibit 99.1
Foresight: Eye-Net
Successfully Showcases its Advanced
Solution to Leading OEMs and Tier One Suppliers in Japan
The Eye-Net Protect™
solution was demonstrated to 20 automotive-related
companies in the greater Tokyo area
Ness Ziona, Israel – November 22, 2022 -
Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in automotive
vision systems, announced today that its wholly owned subsidiary, Eye-Net Mobile Ltd. (“Eye-Net”), successfully completed
a technological roadshow of the Eye-Net Protect™ solution in Japan. Earlier this month, Eye-Net demonstrated the technology for
20 automotive-related companies, including five leading Japanese vehicle manufacturers (OEMs), Tier One and Tier Two suppliers, as well
as 11 dashboard cameras (dashcam) companies.
Eye-Net’s successful demonstrations generated
significant interest among several world-leading OEMs and manufacturers of complementary equipment to the automotive industry (including
infotainment systems and dashcams) who expressed interest in pursuing further technological evaluation.
Eye-Net’s technological demonstrations to
potential customers serve to showcase the Company’s latest developments and the potential of its Eye-Net Protect family of products
to enhance road safety and tackle “beyond-line-of-sight” scenarios which are not covered by any existing advanced driver assistant
systems (ADAS).
Eye-Net Mobile is an innovative technology company
providing solutions to enhance road safety and situational awareness for all road users. Eye-Net protects road users from potential collisions
by delivering accurate, real-time collision alerts.
Eye-Net’s unique cellular-based vehicle-to-everything
(V2X) collision prediction and prevention software platform incorporates AI-powered algorithms that enhance road safety by providing alerts
directly to smartphones, infotainment systems, head up displays (HUD), and dashcams.
For more information about Eye-Net Mobile, please
visit www.eyenet-mobile.com, or follow the Company’s LinkedIn page, Eye-Net Mobile; Twitter, @EyeNetMobile1; and Instagram channel,
Eyenetmobile1, the contents of which are not incorporated into this press release.
About Foresight
Foresight Autonomous Holdings Ltd. (Nasdaq and
TASE: FRSX) is a technology company developing smart multi-spectral vision software solutions and cellular-based applications. Through
the Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd.,
Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.
Foresight’s vision solutions include modules
of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to different markets such as automotive, defense,
autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision
alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge
AI technology and advanced analytics.
For more information about Foresight and its wholly
owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on Twitter, or join Foresight Automotive on
LinkedIn.
Forward-Looking Statements
This press release 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 press release when it discusses the pursuit of further
technological evaluation with OEMs and manufacturers of complementary equipment to the automotive industry, the potential of its Eye-Net
Protect family of products to enhance road safety and tackle “beyond-line of sight” scenarios which are not covered by any
existing ADAS, the development of its products and solutions, and the ability of its solutions to be applied to different markets. 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 press release.
The forward-looking statements contained or implied
in this press release 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 Securities and Exchange Commission (“SEC”) on March 31, 2022, 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 press release. Foresight is not responsible for the contents of third-party websites.
Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com
917-607-8654
Exhibit 99.2
Foresight Granted 180-Day
Extension by Nasdaq to Regain
Compliance with Minimum Bid Requirements
No Immediate Effect
on Nasdaq Listing or Trading of the Company’s ADSs
Ness Ziona, Israel – November 22, 2022 -
Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in automotive
vision systems, announced today that it has it received a notification letter from Nasdaq Stock Market LLC that the Company has been granted
an additional 180-day compliance period, or until May 22, 2023, to regain compliance with Nasdaq’s minimum bid price rule.
Nasdaq’s determination is based on the Company
meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing
on the Capital Market, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the
deficiency during the second compliance period and if necessary, by effecting a reverse stock split (or change to its American Depositary
Shares (“ADSs”) ratio, as applicable).
In a notification letter dated May 23, 2022,
Nasdaq had informed the Company that, based on the previous 30 consecutive business days, the Company’s ADSs no longer met the minimum $1 bid
price per share requirement. Therefore, in accordance with Nasdaq’s Listing Rules, the Company was provided 180 calendar days, or until November
21, 2022, to regain compliance.
If at any time before May
22, 2023, the closing bid price of the Company’s ADSs is at least $1.00 per ADS for a minimum of 10 consecutive business days,
the Company will regain compliance with this Nasdaq rule and this matter will be closed.
This current notification
from Nasdaq has no immediate effect on the listing or trading of the Company’s ADSs, which will continue to trade on the Nasdaq Capital
Market under the symbol “FRSX”.
The Company intends to
monitor the closing bid price of its ADSs between now and May 22, 2023, and intends to consider available options to cure the deficiency
and regain compliance with the minimum bid price requirement within the second compliance period. The Company’s ADSs will continue
to be listed and trade on the Nasdaq Capital Market during this period, unaffected by the receipt of the written notice from Nasdaq.
This announcement is
made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About Foresight
Foresight Autonomous Holdings Ltd. (Nasdaq and
TASE: FRSX) is a technology company developing smart multi-spectral vision software solutions and cellular-based applications. Through
the Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd.,
Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.
Foresight’s vision solutions include modules
of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to different markets such as automotive, defense,
autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision
alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge
AI technology and advanced analytics.
For more information about Foresight and its
wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on Twitter, or join Foresight Automotive
on LinkedIn.
Forward-Looking Statements
This press release 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 press release when it discusses regaining compliance with
Nasdaq’s continued listing requirements, and the timing and effect thereof as well as potentially effecting a reverse stock split
or change of ADS ratio. 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 press release. The forward-looking statements contained or implied in this press
release 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 Securities and Exchange Commission (“SEC”) on March 31, 2022, 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 press release. Foresight is not responsible for the contents of third-party websites.
Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com
917-607-8654