Report of Foreign Issuer (6-k)
June 11 2020 - 6:02AM
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: June 2020 (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
Pricing of Registered Direct Offering
On June 9, 2020, Foresight Autonomous Holdings
Ltd., or the Registrant, entered into definitive securities purchase agreements (each, a “Purchase Agreement”) with
U.S. institutional investors and Israeli investors to purchase 6,400,000 of the Registrant’s American Depositary Shares,
or ADSs, representing 32,000,000 ordinary shares, at a purchase price of $1.00 per ADS in a registered direct offering, or the
Registered Direct Offering. The total gross proceeds to the Registrant from the Registered Direct Offering will total approximately
$6.4 million. The closing of the sale of the ADSs is expected to occur on or about June 11, 2020, subject to the satisfaction of
customary closing conditions.
Pursuant to the Purchase Agreements, the
Registrant has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs,
ordinary shares or ordinary share equivalents, or file any registration statement or any amendment or supplement thereto, for a
period of 90 days following the closing of the Registered Direct Offering, subject to certain customary exceptions.
The Registrant also entered into a letter
agreement, or the Placement Agency Agreement, with A.G.P./Alliance Global Partners, as sole placement agent, or the Placement Agent,
dated June 9, 2020, pursuant to which the Placement Agent agreed to serve as the placement agent for the Company in connection
with the Registered Direct Offering. The Company agreed to pay the Placement Agent a cash placement fee equal to 7.0% of the gross
proceeds received for the ADSs.
The ADSs to be issued in the Registered
Direct Offering will be issued pursuant to a prospectus supplement dated as of June 9, 2020, which will be filed with the Securities
and Exchange Commission in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No.
333-229715), which became effective on March 8, 2019. This Report shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the ADSs in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This
Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the ADSs in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The Company’s press release containing
additional details of the Registered Direct Offering is filed as Exhibit 99.1 hereto. Copies of the Purchase Agreements and the
Placement Agency Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Report and are incorporated by reference
herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits.
This Report is
incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-229715) and Form
S-8 (Registration No. 333-229716), 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.
A copy of the opinion of Lipa Meir &
Co. relating to the legality of the issuance and sale of the ordinary shares underlying the ADSs is attached as Exhibit 5.1 hereto.
Warning Concerning
Forward Looking Statements
This Report of Foreign
Private Issuer on Form 6-K 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 Report when it discusses expected timing of the closing of the offering and planned use of the net proceeds
from the offering. 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 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 Foresight’s annual report on Form 20-F filed with the SEC on March 31, 2020, 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 Report. Foresight is not responsible for the contents of third party websites.
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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By:
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/s/ Eli Yoresh
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Name:
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Eli Yoresh
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Title:
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Chief Financial Officer
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Date: June 10, 2020
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