Report of Foreign Issuer (6-k)
January 03 2019 - 4:08PM
Edgar (US Regulatory)
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: January 2019
Commission
file number: 001-38094
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
(Translation
of registrant’s name into English)
7
Golda Meir
Ness
Ziona 7414001 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
On
May 9, 2018, Foresight Autonomous Holdings Ltd. (the “Company”) announced that it entered into a merger agreement
with Tamda Ltd. (“Tamda”) and Tamda’s controlling shareholder, Apex Issuances Ltd., in order to spin off the
Company’s activities dedicated to the development of its Eye-Net
TM
V2X (vehicle-to-everything) cellular-based
accident prevention solution. On January 2, 2019, the Company terminated the merger agreement, as certain closing conditions were
not met. Termination of the agreement is not expected to result in significant costs and expenses to the Company.
Previously,
in anticipation of the merger, the Company reorganized its Eye-Net
TM
activities, by spinning them off into Eye-Net
Mobile Ltd., a company organized under the laws of the State of Israel (“Eye-Net Mobile”), which is wholly owned by
the Company’s wholly owned subsidiary, Foresight Automotive Ltd.
As
of January 1, 2019, Eye-Net Mobile will directly employ the Company’s employees who were engaged in Eye-Net
TM
activities.
In
addition, Mr. Dror Elbaz, the Company’s Vice President of Research and Development, will serve as Eye-Net Mobile’s
Chief Operating Officer and Deputy Chief Executive Officer. In Mr. Elbaz’s place, the Company has appointed Mr. Levi Zruya
as its Chief Technology Officer. Mr. Zruya is a co-founder of Magna B.S.P Ltd., the Company’s controlling shareholder. Mr.
Zruya will also continue to serve as Magna’s Chief Technology Officer, a position he has held for the past 18 years.
Forward-Looking
Statements
This
report 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, the Company is using forward-looking statements in this
report when it discusses that termination of the merger agreement is not expected to result in significant costs and expenses
to the company, and that Eye-Net Mobile will continue to directly employ the Company’s employees who were engaged in Eye-Net
TM
activities. Because such statements deal with future events and are based on the Company’s current expectations, they
are subject to various risks and uncertainties and actual results, performance or achievements of the Company could differ materially
from those described in or implied by the statements in this report. The forward-looking statements contained or implied in this
report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the
Company’s registration statement on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March
27, 2018, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company 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.
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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|
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|
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By:
|
/s/
Eli Yoresh
|
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Name:
|
Eli Yoresh
|
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Title:
|
Chief Financial Officer
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Date:
January 3, 2019
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