Form 424B5 - Prospectus [Rule 424(b)(5)]
December 07 2023 - 8:08AM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-252334
PROSPECTUS
SUPPLEMENT
(To
Prospectus Supplement dated February 1, 2021
To
Prospectus dated February 1, 2021)
This
prospectus supplement amends and supplements the information in the prospectus, dated February 1, 2021, filed with the Securities and
Exchange Commission as a part of our registration statement on Form F-3 (File No. 333-252334), as previously supplemented by our prospectus
supplement dated February 1, 2021 and our prospectus supplement dated April 6, 2023, or collectively the Prior Prospectus, relating to
the offer and sale of up to $14,000,000 of our American Depositary Shares, or ADSs, representing
ordinary shares, pursuant to the sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated January
22, 2021. Each ADS represents thirty of our ordinary shares, or the Ordinary Shares, no par value. This prospectus supplement should
be read in conjunction with the Prior Prospectus, and is qualified by reference thereto,
except to the extent that the information herein amends or supersedes the information contained in the Prior
Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the
Prior Prospectus and any future amendments or supplements thereto.
On
December 7, 2023, the Sales Agreement was terminated, effective immediately. As of December 7, 2023, we have sold an aggregate of approximately
$166,340 of our ADSs pursuant to the Sales Agreement.
Our
ADSs are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “FRSX.” On December 6, 2023, the last reported
sale price of our ADSs on Nasdaq was $1.90 per ADS.
The
aggregate market value of our ADSs held by non-affiliates as of December 6, 2023 pursuant to General Instruction I.B.5 of Form F-3 is
$6,990,501, which was calculated based on 10,034,212 ADSs outstanding held by non-affiliates and at a price of $2.09 per ADS, the closing
price of our ADSs on November 28, 2023. We have sold an aggregate of approximately $166,340 of
securities pursuant to General Instruction I.B.5. of Form F-3 during the 12-calendar month calendar period that ends on, and includes,
the date of this prospectus supplement and, as a result, the capacity to sell securities under our Form F-3 Registration Statement pursuant
to General Instruction I.B.5. is currently $6,824,161.
The
purpose of this prospectus supplement is to terminate our continuous offering under the Prior Prospectus Supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of the Prior Prospectus, this prospectus supplement or the accompanying prospectus. Any representation
to the contrary is a criminal offense.
A.G.P.
The
date of this prospectus supplement is December 7, 2023.
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