As
filed with the Securities and Exchange Commission on January 22, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Foresight
Autonomous Holdings Ltd.
(Exact name of Registrant as specified in its charter)
Israel
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Not
Applicable
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(State or other
jurisdiction of
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(I.R.S. Employer
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incorporation or
organization)
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Identification
No.)
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7
Golda Meir
Ness Ziona
7414001 Israel
+972-077-9709030
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
Tel:
212.660.5000
(Name,
Address, and Telephone Number of Agent for Service)
Copies
to:
Oded
Har-Even, Esq.
David
Huberman, Esq.
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
(212)
660-5000
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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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Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
†
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The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
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CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount To Be Registered
(2)
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Proposed Maximum Offering
Price Per Unit (2)
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Proposed Maximum Aggregate
Offering Price (3)
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Amount of Registration Fee
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Ordinary Shares, no par value (1)
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(4)
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(4)
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$
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180,000,000
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$
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19,638
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(1)
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The Ordinary Shares
will be represented by American Depositary Shares, or ADSs, evidenced by American Depositary Receipts, issuable upon deposit
of Ordinary Shares of Foresight Autonomous Holdings Ltd., or the Registrant, which have been registered pursuant to a separate
registration statement on Form F-6 (File No. 333-217881 and 333-252207). Each ADS represents five (5) Ordinary Shares.
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(2)
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There are being
registered under this registration statement such indeterminate number of ADSs as may be offered by the Registrant from time
to time at indeterminate prices, which shall have an aggregate initial offering price not to exceed $180,000,000. In addition,
pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ADSs being registered hereunder
include such indeterminate number of ADSs as may be issuable with respect to the Ordinary Shares being registered hereunder
as a result of stock splits, stock dividends or similar transactions.
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(3)
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Estimated solely
for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
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(4)
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Omitted pursuant
to Rule 457(o) under the Securities Act.
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EXPLANATORY
NOTE
This
registration statement contains:
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a base
prospectus, which covers the offering, issuance and sales by us of up to $180,000,000 in the aggregate of the securities identified
above from time to time in one or more offerings; and
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a sales
agreement prospectus covering the offer, issuance and sale by us of up to a maximum aggregate offering price of up to $60,000,000
of our ADSs that may be issued from time to time under a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global
Partners, as sales agent.
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The
base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the
base prospectus will be specified in a prospectus supplement to the base prospectus. The Sales Agreement prospectus immediately
follows the base prospectus. The $60,000,000 of ADSs that may be offered, issued and sold under the Sales Agreement prospectus
is included in the $180,000,000 of securities that may be offered, issued and sold by us under the base prospectus. Upon termination
of the Sales Agreement, any portion of the $60,000,000 included in the Sales Agreement prospectus that is not sold pursuant to
the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus, and if no shares are sold under
the Sales Agreement, the full $60,000,000 of securities may be sold in other offerings pursuant to the base prospectus.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not
soliciting an offer to buy securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated January 22, 2021
Prospectus
$180,000,000
American Depositary
Shares Representing Ordinary Shares
We
may offer and sell from time to time in one or more offerings up to a total amount of $180,000,000 of American Depositary Shares,
or ADSs. Each ADS represents five of our ordinary shares, or the Ordinary Shares, no par value. Each time we sell ADSs pursuant
to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering.
We may also authorize one or more free writing prospectuses to be provided to you in connection with each offering. Any prospectus
supplement and related free writing prospectuses may also add, update or change information contained in the prospectus. You should
read this prospectus, any applicable prospectus supplement and related free writing prospectuses, as well as the documents incorporated
by reference or deemed incorporated by reference into this prospectus, carefully before you invest in the ADSs.
The
ADSs are traded on the Nasdaq Capital Market under the symbol “FRSX.”
Investing
in the ADSs involves a high degree of risk. Risks associated with an investment in the ADSs will be described in any applicable
prospectus supplement and are and will be described in certain of our filings with the Securities and Exchange Commission, or
the SEC, as described in “Risk Factors” on page 3.
The
ADSs may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
or through a combination of such methods, on a continuous or delayed basis. For additional information on the methods of sale,
you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters
are involved in the sale of the ADSs with respect to which this prospectus is being delivered, the names of such agents or underwriters
and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price
to the public of the ADSs and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus
supplement.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed on completeness or the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registration
process. Under this shelf registration process, we may offer from time to time up to an aggregate of $180,000,000 of the ADSs
in one or more offerings. We sometimes refer to the ADSs as the “securities” throughout this prospectus.
Each
time we sell ADSs, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms
of such offering. We may also authorize one or more free writing prospectuses to be provided to you in connection with such offering.
The prospectus supplement and any related free writing prospectuses may also add, update or change information contained in this
prospectus. You should read carefully both this prospectus, the applicable prospectus supplement, the documents incorporated by reference into this prospectus and any related free writing
prospectus together with additional information described below under “Where You Can Find More Information and Incorporation
of Certain Information by Reference” before buying the ADSs being offered.
This
prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. For further
information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described
below under “Where You Can Find More Information and Incorporation of Certain Information by Reference.”
You
should rely only on the information contained or incorporated by reference in this prospectus, a prospectus supplement and related
free writing prospectuses. Neither we, nor any agent, underwriter or dealer has authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should
not assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing
prospectuses is accurate on any date subsequent to the date set forth on the front of the document or that any information that
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects may have changed since those dates.
In
this prospectus, references to the terms “Foresight,” “the Company,” “we,” “us,”
“our” and similar terms, refer to Foresight Autonomous Holdings Ltd., unless we state or the context implies otherwise.
References to “Ordinary Shares” mean our Ordinary Shares, no par value.
Unless
derived from our financial statements or otherwise indicated, U.S. dollar translations of New Israeli Shekels, or NIS, amounts
presented in this prospectus are translated using a rate of NIS 3.254 to USD 1.00.
ABOUT
FORESIGHT AUTONOMOUS HOLDINGS LTD.
This
summary highlights information contained in the documents incorporated herein by reference. Before making an investment decision,
you should read the entire prospectus, and our other filings with the SEC, including those filings incorporated herein by reference,
carefully, including the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”
We
are a technology company engaged in the design, development and commercialization of sensor systems for the automotive industry.
Through our wholly owned subsidiaries, Foresight Automotive Ltd. and Eye-Net Mobile Ltd., we develop both “in-line-of-sight”
vision systems and “beyond-line-of-site” cellular-based applications. Foresight Automotive’s vision sensor is
a four-camera system based on 3D video analysis, advanced algorithms for image processing and sensor fusion. Eye-Net Mobile’s
cellular-based application is a V2X (vehicle-to-everything) accident prevention solution based on real-time spatial analysis of
clients’ movement.
Our
systems are designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest
rates of false alerts. Each of our systems is designed, developed and commercialized by one of our subsidiaries. Our subsidiaries,
all of which are located in our corporate headquarters, benefit from our collective engineering, operating, regulatory and marketing
infrastructure to support their respective activities. We are targeting the semi-autonomous and autonomous vehicle markets,
and we predict that our systems will revolutionize automotive safety by providing an automotive-grade, cost-effective platform
and advanced technology.
Company Information
Our registered
office and principal place of business is located at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona 7403650,
Israel. Our telephone number in Israel is +972-77-9709030. Our website address is www.foresightauto.com. The information contained
on our website or available through our website is not incorporated by reference into and should not be considered a part of this
prospectus.
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks
described under “Risk Factors” in the applicable prospectus supplement and under “Item 3. Key Information -
D. Risk Factors,” in our most recent Annual Report on Form 20-F, or any updates
in our Reports on Form 6-K, together with all of the other information appearing in this prospectus or incorporated by
reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives
and financial circumstances. The risks so described are not the only risks facing us. Additional risks not presently known to
us or that we currently deem immaterial may also impair our business operations. Our business, financial condition and
results of operations could be materially adversely affected by any of these risks. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment. The discussion of risks includes or
refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such
forward-looking statements discussed elsewhere in this prospectus.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains and any prospectus supplement may contain, and certain information incorporated by reference in this prospectus
and any prospectus supplement may contain, “forward-looking statements”. Forward-looking statements are often characterized
by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,”
“estimate,” “continue,” “believe,” “should,” “intend,” “project”
or other similar words, but are not the only way these statements are identified.
These
forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements
that contain projections of results of operations or of financial condition, statements relating to the research, development
and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments
that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking
statements on assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important
factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these
forward-looking statements include, among other things:
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the overall global
economic environment;
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the impact of competition
and new technologies;
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general market,
political and economic conditions in the countries in which we operate;
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projected capital
expenditures and liquidity;
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changes in our strategy;
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the impact of the
COVID-19 crisis on our business and operating results;
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litigation; and
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those factors referred
to in our most recent Annual Report on Form 20-F in “Item 3. Key Information - D. Risk Factors,” “Item 4.
Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as in our
Annual Report on Form 20-F generally, which is incorporated by reference into this prospectus.
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Readers
are urged to carefully review and consider the various disclosures made throughout this prospectus and any prospectus supplement,
which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results
of operations and prospects.
You
should not put undue reliance on any forward-looking statements. Any forward-looking statements are made as of the date hereof,
and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
CAPITALIZATION
The
following table sets forth our total liabilities and shareholders’ equity as of September 30, 2020, and December 31, 2019.
The financial data in the following table is derived from our interim unaudited financial statements as of September 30, 2020,
and our audited financial statements as of December 31, 2019, as applicable, and should be read in conjunction with such financial
statements, which have been incorporated by reference in this prospectus.
(U.S. dollars, in thousands)
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As of
September 30,
2020
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As of
December 31,
2019
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Cash and cash equivalents
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$
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9,395
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$
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4,827
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Short term deposits
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5,142
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5,233
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Shareholders’ equity:
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Ordinary shares, no par value; Authorized 1,000,000,000 shares; Issued and outstanding: 258,891,272 and 154,649,602 shares as of September 30, 2020, and December 31, 2019, respectively
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Additional paid in capital
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79,520
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65,681
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Accumulated deficit
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(60,753
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)
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(49,393
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)
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Total equity
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18,767
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16,288
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Total capitalization
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$
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18,767
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$
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16,288
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REASONS
FOR THE OFFER AND USE OF PROCEEDS
Unless
otherwise set forth in the related prospectus supplement or, if applicable, the pricing supplement, we intend to use the net proceeds
from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations,
capital expenditures and business development. The specific purpose of any individual issuance of securities will be described
in the related prospectus supplement.
DESCRIPTION
OF OUR ORDINARY SHARES
The
following description of our share capital and provisions of our amended and restated articles of association are summaries and
do not purport to be complete.
Ordinary
Shares
As
of January 19, 2021, our authorized share capital consisted of 1,000,000,000 of our Ordinary Shares, of which 313,097,721 Ordinary
Shares were issued and outstanding. All of our outstanding Ordinary Shares have been validly issued, and are fully paid and non-assessable.
As
of January 19, 2021, an additional 27,929,668 of our Ordinary Shares were issuable upon the exercise of outstanding options to
purchase our Ordinary Shares. The exercise price of the options outstanding ranges between NIS 0.78 (approximately $0.24) and
NIS 6.96 (approximately $2.14) per share.
Our
registration number with the Israeli Registrar of Companies is 52-003606-2.
Purposes
and Objects of the Company
Our
purpose is set forth in Section 3 of our amended and restated articles of association and includes every lawful purpose.
The
Powers of the Directors
Our
Board of Directors shall direct our policy and shall supervise the performance of our chief executive officer and his actions.
Our Board of Directors may exercise all powers that are not required under the Israeli Companies Law, or the Companies Law, or
under our amended and restated articles of association to be exercised or taken by our shareholders or management.
Rights
Attached to Shares
Our
Ordinary Shares shall confer upon the holders thereof:
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equal right to attend
and to vote at all of our general meetings, whether regular or special, with each Ordinary Share entitling the holder thereof,
which attend the meeting and participate at the voting, either in person, electronically, or by a proxy or by a written ballot,
to one vote;
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equal right to participate
in distribution of dividends, if any, whether payable in cash or in bonus shares, in distribution of assets or in any other
distribution, on a per share pro rata basis; and
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equal right to participate,
upon our dissolution, in the distribution of our assets legally available for distribution, on a per share pro rata basis.
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Shareholder’s
rights of inspection of the Company records
Pursuant
to the Companies Law, shareholders have the right to inspect the Company documents that are specified below:
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(1)
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minutes of the general
meetings;
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(2)
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the Company’s
shareholders register and the register of substantial shareholders;
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(3)
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a document in the
company’s possession, relating to an act or transaction with interested parties that requires approval by the general
meeting;
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(4)
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articles of association
and financial reports; and
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(5)
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any document that
the company must submit under the Companies Law and under any statute to the Companies Registrar or to the Israeli Securities
Authority and that is available for public inspection at the Companies Registrar or the Israeli Securities Authority, as the
case may be.
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Election
of Directors
Pursuant
to our amended and restated articles of association, our directors are elected at an annual general meeting and/or a special meeting
of our shareholders and serve on the board of directors until they resign or until they cease to act as board members pursuant
to the provisions of our amended and restated articles of association or any applicable law. In addition, in the event the number
of members of our Board of Directors drops below the minimum number of three members, our amended and restated articles of association
allow our Board of Directors to appoint directors to fill vacancies on the Board of Directors (subject to the maximum number of
directors of ten) to serve until the next annual general meeting. External directors are elected for an initial term of three
years, may be elected for additional terms of three years each under certain circumstances and may be removed from office pursuant
to the terms of the Companies Law.
Annual
and Special Meetings
Under
the Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year, at such time
and place which shall be determined by our Board of Directors, which must be held no later than 15 months after the date of the
previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to as special
general meetings. Our Board of Directors may call special meetings whenever it sees fit and upon the written request of: (a) any
two of our directors or one quarter of the members of our Board of Directors; and/or (b) one or more shareholders holding, in
the aggregate, either (i) 5% or more of our outstanding issued shares and 1% of our outstanding voting power or (ii) 5% or more
of our outstanding voting power.
Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote
at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four
and forty days prior to the date of the meeting. The Companies Law and our amended and restated articles of association require
that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
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amendments to our
amended and restated articles of association;
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the exercise of
our Board of Director’s powers by a general meeting if our Board of Directors is unable to exercise its powers and the
exercise of any of its powers is required for our proper management;
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appointment or termination
of our auditors;
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appointment of directors,
including external directors;
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approval of acts
and transactions requiring general meeting approval pursuant to the provisions of the Companies Law and any other applicable
law;
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increases or reductions
of our authorized share capital; and
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a merger (as such
term is defined in the Companies Law).
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Notices
The
Companies Law and our articles of association require that a notice of any annual or special shareholders meeting be provided
to shareholders at least 21 days prior to the meeting, and if the agenda of the meeting includes, among other matters, the appointment
or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of
a merger, notice must be provided at least 35 days prior to the meeting.
Quorum
As
permitted under the Companies Law, the quorum required for our general meetings consists of at least two shareholders present
in person, by proxy or written ballot, who hold or represent between them at least 33 1/3% of the total outstanding voting
rights. If within half an hour of the time set forth for the general meeting a quorum is not present, the general meeting shall
stand adjourned the same day of the following week, at the same hour and in the same place, or to such other date, time and place
as prescribed in the notice to the shareholders and in such adjourned meeting, if no quorum is present within half an hour of
the time arranged, any number of shareholders participating in the meeting, shall constitute a quorum.
If
a special general meeting was summoned following the request of a shareholder, then a quorum required in an adjourned general
meeting, shall consist of at least one or more shareholders holding, in the aggregate, either (a) at least 5% of our issued and
outstanding share capital and at least 1% of our voting rights, or (b) at least 5% of our voting rights.
Adoption
of Resolutions
Our
amended and restated articles of association provide that all resolutions of our shareholders require a simple majority vote,
unless otherwise required under the Companies Law or our amended and restated articles of association. A shareholder may vote
in a general meeting in person, electronically, by proxy or by a written ballot.
Changing
Rights Attached to Shares
Unless
otherwise provided by the terms of the shares and subject to any applicable law, in order to change the rights attached to any
class of shares, such change must be adopted by the board of directors and at a general meeting of the affected class or by a
written consent of all the shareholders of the affected class.
The
enlargement of an existing class of shares or the issuance of additional shares thereof, shall not be deemed to modify the rights
attached to the previously issued shares of such class or of any other class, unless otherwise provided by the terms of the shares.
Provisions
Restricting Change in Control of Our Company
There
are no specific provisions of our amended and restated articles of association that would have an effect of delaying, deferring
or preventing a change in control of us or that would operate only with respect to a merger, acquisition or corporate restructuring
involving us (or Foresight Automotive Ltd. and Eye-Net Ltd., our wholly owned subsidiaries). However, as described below, certain
provisions of the Companies Law may have such effect.
The
Companies Law includes provisions that allow a merger transaction and requires that each company that is a party to the merger
have the transaction approved by its board of directors and, unless certain requirements described under the Companies Law are
met, a vote of the majority of its shareholders, and, in the case of the target company, also a majority vote of each class of
its shares. For purposes of the shareholder vote of each party, unless a court rules otherwise, the merger will not be deemed
approved if shares representing a majority of the voting power present at the shareholders meeting and which are not held by the
other party to the merger (or by any person or group of persons acting in concert who holds 25% or more of the voting power or
the right to appoint 25% or more of the directors of the other party) vote against the merger. If, however, the merger involves
a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger,
then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling
shareholders. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger
if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to
satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
In addition, a merger may not be completed unless at least (1) 50 days have passed from the time that the requisite proposals
for approval of the merger were filed with the Israeli Registrar of Companies by each merging company and (2) 30 days have passed
since the merger was approved by the shareholders of each merging company.
The
Companies Law also provides that an acquisition of shares in an Israeli public company must be made by means of a “special”
tender offer if as a result of the acquisition (1) the purchaser would become a holder of 25% or more of the voting rights in
the company, unless there is already another holder of at least 25% or more of the voting rights in the company or (2) the purchaser
would become a holder of 45% or more of the voting rights in the company, unless there is already a holder of more than 45% of
the voting rights in the company. These requirements do not apply if, in general, the acquisition (1) was made in a private placement
that received shareholders’ approval, subject to certain conditions, (2) was from a holder of 25% or more of the voting
rights in the company which resulted in the acquirer becoming a holder of 25% or more of the voting rights in the company, or
(3) was from a holder of more than 45% of the voting rights in the company which resulted in the acquirer becoming a holder of
more than 45% of the voting rights in the company. A “special” tender offer must be extended to all shareholders.
In general, a “special” tender offer may be consummated only if (1) at least 5% of the voting power attached to the
company’s outstanding shares will be acquired by the offeror and (2) the offer is accepted by a majority of the offerees
who notified the company of their position in connection with such offer (excluding the offeror, controlling shareholders, holders
of 25% or more of the voting rights in the company or anyone on their behalf, or any person having a personal interest in the
acceptance of the tender offer). If a special tender offer is accepted, then the purchaser or any person or entity controlling
it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for
the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year
from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial
special tender offer.
If,
as a result of an acquisition of shares, the acquirer will hold more than 90% of an Israeli public company’s outstanding
shares, the acquisition must be made by means of a tender offer for all of the outstanding shares. In general, if less than 5%
of the outstanding shares are not tendered in the tender offer and more than half of the offerees who have no personal interest
in the offer tendered their shares, all the shares that the acquirer offered to purchase will be transferred to it by operation
of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the
issued and outstanding share capital of the company or of the applicable class of shares. Shareholders may request appraisal rights
in connection with a full tender offer for a period of six months following the consummation of the tender offer, but the acquirer
is entitled to stipulate, under certain conditions, that tendering shareholders will forfeit such appraisal rights.
Lastly,
Israeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company,
less favorably than U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges
his Ordinary Shares for shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock
swap.
Changes
in Our Capital
The
general meeting may, by a simple majority vote of the shareholders attending the general meeting and subject to the provisions
of the Companies Law:
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increase our registered
share capital by the creation of new shares from the existing class or a new class, as determined by the general meeting;
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cancel any registered
share capital which have not been taken or agreed to be taken by any person;
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consolidate and
divide all or any of our share capital into shares of larger nominal value than our existing shares;
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subdivide our existing
shares or any of them, our share capital or any of it, into shares of smaller nominal value than is fixed; and
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reduce our share
capital and any fund reserved for capital redemption in any manner, and with and subject to any incident authorized, and consent
required by the Companies Law.
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DESCRIPTION
OF THE AMERICAN DEPOSITARY SHARES
The
Bank of New York Mellon, as depositary, registered and delivered the ADSs. Each ADS represents five Ordinary Shares (or a right
to receive five Ordinary Shares) deposited with either the principal Tel Aviv office of the Bank Hapoalim or Leumi bank, as custodian
for the depositary. Each ADS also represents any other securities, cash or other property which may be held by the depositary.
The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the
deposited securities. The depositary’s office at which the ADSs will be administered is located at 101 Barclay Street, New
York, New York 10286. The Bank of New York Mellon’s principal executive office is located at 240 Greenwich Street, New York,
New York 10286.
You
may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate
evidencing a specific number of ADSs, registered in your name, or (ii) by having unregistered ADSs registered in your name, or
(B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or
indirect participant in the Depositary Trust Company, or DTC. If you hold ADSs directly, you are a registered ADS holder, also
referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on
the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You
should consult with your broker or financial institution to find out what those procedures are.
Registered
holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs
shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you
will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and all other persons indirectly or beneficially
holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit
agreement and the ADSs.
The
following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the
entire deposit agreement and the form of ADR.
Dividends
and Other Distributions
How
will you receive dividends and other distributions on the shares?
The
depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives
on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions
in proportion to the number of shares your ADSs represent.
Cash.
The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do
so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only
to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the
ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before
making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute
only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate
during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares.
The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary
will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing
those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional
ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or
ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights
to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any
other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders
or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its
fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case,
you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory
assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities
to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to
subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict
the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain
ADS holders, and the securities distributed may be subject to restrictions on transfer.
Other
Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it
thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide
to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what
we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required
to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal
to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees
and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute
securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you
may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them
available to you.
Deposit,
Withdrawal and Cancellation
How
are ADSs issued?
The
depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian.
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary
will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person
or persons that made the deposit.
How
can ADS holders withdraw the deposited securities?
You
may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes
or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited
securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at
your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the
depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share
or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited
securities.
How
do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You
may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel
that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated
ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange
of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those
ADSs.
Voting
Rights
How
do you vote?
ADS
holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary
to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’
meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain
how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date
set by the depositary. The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our amended
and restated articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities
as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting
instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
Except
by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your
ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any
event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote
as instructed.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be
nothing you can do if your shares are not voted as you requested.
In
order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited
Securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning
the matters to be voted upon at least 30 days in advance of the meeting date.
Fees
and Expenses
Persons
depositing or withdrawing shares or ADS holders must pay:
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For:
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$5.00 (or less)
per 100 ADSs (or portion of 100 ADSs).
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Issuance
of ADSs, including issuances resulting from a distribution of shares or rights or other property.
Cancellation
of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
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$0.05 (or less)
per ADS.
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Any cash distribution
to ADS holders.
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A fee equivalent
to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance
of ADSs.
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Distribution of
securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders.
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$0.05 (or less)
per ADSs per calendar year.
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Depositary services.
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Registration or
transfer fees.
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Transfer and registration
of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares.
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Expenses of the
depositary.
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Cable,
telex and facsimile transmissions (when expressly provided in the deposit agreement).
Converting
foreign currency to U.S. dollars.
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Taxes and other
governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock
transfer taxes, stamp duty or withholding taxes.
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As necessary.
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Any charges incurred
by the depositary or its agents for servicing the deposited securities.
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As necessary.
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The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs
for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.
The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to
ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until
its fees for those services are paid.
From
time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment
and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from
the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers,
foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share
fees, spreads or commissions.
The
depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account
and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation,
transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between
the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its
affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the
exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could
be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject
to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency
conversions is available upon request.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your ADS to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited
securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send
to ADS holders any property, remaining after it has paid the taxes.
Tender
and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The
depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder
surrendering ADSs and subject to any conditions or procedures the depositary may establish.
If
deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities,
the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders
of called ADSs upon surrender of those ADSs.
If
there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger,
consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives
new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities
as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to
hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the
depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If
there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary
may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for
new ADRs identifying the new deposited securities.
If
there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities
underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs
upon notice to the ADS holders.
Amendment
and Termination
How
may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment
becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs
and the deposit agreement as amended.
How
may the deposit agreement be terminated?
The
depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination
of the deposit agreement if
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60 days have passed
since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;
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we delist our shares
from an exchange on which they were listed and do not list the shares on another exchange;
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we appear to be
insolvent or enter insolvency proceedings
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all or substantially
all the value of the deposited securities has been distributed either in cash or in the form of securities;
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there are no deposited
securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there has been a
replacement of deposited securities.
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If
the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At
any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the
money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability
for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will
sell as soon as practicable after the termination date.
After
the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited
securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or
reverse previously accepted surrenders of that kind if it would interfere with the selling process. The depositary may refuse
to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary
will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required
to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder
(until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described
in this paragraph.
Limitations
on Obligations and Liability
Limits
on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The
deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
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are only obligated
to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will
not be a fiduciary or have any fiduciary duty to holders of ADSs;
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are not liable if
we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract
with reasonable care or effort from performing our or its obligations under the deposit agreement;
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are not liable if
we or it exercises discretion permitted under the deposit agreement;
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are not liable for
the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to
holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach
of the terms of the deposit agreement, or for any;
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have no obligation
to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf
of any other person;
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may rely upon any
documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
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are not liable for
the acts or omissions of any securities depository, clearing agency or settlement system; and
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the depositary has
no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences
that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an
ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect
of tax or any other tax benefit.
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In
the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary
may require:
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payment of stock
transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer
of any shares or other deposited securities;
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satisfactory proof
of the identity and genuineness of any signature or other information it deems necessary; and
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compliance with
regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer
documents.
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The
depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer
books are closed or at any time if the depositary or we think it advisable to do so.
Your
Right to Receive the Shares Underlying your ADSs
ADS
holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
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when temporary delays
arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of
shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;
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when you owe money
to pay fees, taxes and similar charges; or
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when it is necessary
to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal
of shares or other deposited securities.
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This
right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-release
of ADSs
The
deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release
of the ADSs. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before
the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to
the depositary. The depositary may receive ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs
only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being
made represents to the depositary in writing that it or its customer owns the shares or ADSs to be deposited; (2) the pre-release
is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be
able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the
number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit
from time to time if it thinks it is appropriate to do so.
Direct
Registration System
In
the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile
Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between
registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile
is feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct
the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that
DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement
understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS
holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act
on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the
parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the
DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the
depositary.
Shareholder
communications; inspection of register of holders of ADSs
The
depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited
securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications
or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of
ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
Jury
Trial Waiver
The
deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they
may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any
claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the
court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable
case law.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following methods from time to time:
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a block trade (which
may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker
or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
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exchange distributions
and/or secondary distributions;
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ordinary brokerage
transactions and transactions in which the broker solicits purchasers;
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to one or more underwriters
for resale to the public or to investors;
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in an “at the
market offering,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an
existing trading market, on an exchange or otherwise;
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transactions not
involving market makers or established trading markets, including direct sales or privately negotiated transactions; or
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through a combination
of these methods of sale.
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The
securities that we distribute by any of these methods may be sold, in one or more transactions, at:
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a fixed price or
prices, which may be changed;
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market prices prevailing
at the time of sale;
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prices related to
prevailing market prices; or
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We
will set forth in a prospectus supplement the terms of the offering of securities, including:
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the name or names
of any agents, dealers or underwriters;
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the purchase price
of the securities being offered and the proceeds we will receive from the sale;
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any over-allotment
options under which underwriters may purchase additional securities from us;
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any agency fees
or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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the public offering
price;
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any discounts or
concessions allowed or re-allowed or paid to dealers; and
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any securities exchanges
or markets on which such securities may be listed.
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If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time
to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities
offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time. We may use underwriters with
whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any
such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may also sell securities directly to one or more purchasers without using underwriters or agents.
Underwriters,
dealers and agents that participate in the distribution of the securities may be underwriters as defined in the Securities Act
and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting
discounts and commissions under the Securities Act. We will identify in the applicable prospectus supplement any underwriters,
dealers or agents and will describe their compensation. We may have agreements with the underwriters, dealers and agents to indemnify
them against specified civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may
engage in transactions with or perform services for us in the ordinary course of their businesses.
In
connection with an offering, an underwriter may purchase and sell securities in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by
the underwriters of a greater number of securities than they are required to purchase in the offering.
Accordingly,
to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid
for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed
to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed
in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions
may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the
open market. The impositions of a penalty bid may also affect the price of the securities to the extent that it discourages resale
of the securities. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be
effected on The Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.
EXPENSES
We
are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. We estimate these expenses to be approximately $50,000 which at the present time include the following categories of
expenses:
SEC registration fee
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|
$
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19,638
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|
Legal fees and expenses
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|
$
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15,000
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|
Accounting fees and expenses
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|
$
|
10,000
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|
Miscellaneous expenses
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|
$
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5,362
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|
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Total
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$
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50,000
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In
addition, we anticipate incurring additional expenses in the future in connection with the offering of our securities pursuant
to this prospectus. Any such additional expenses will be disclosed in a prospectus supplement.
LEGAL
MATTERS
Certain
legal matters concerning this prospectus will be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain
legal matters with respect to the validity of the Ordinary Shares represented by the ADSs offered in this prospectus will be passed
upon for us by Lipa Meir & Co, Tel Aviv, Israel.
EXPERTS
The
consolidated financial statements of Foresight Autonomous Holdings Ltd. as of December 31, 2019 and 2018, and for each of the
years in the three-year period ended on December 31, 2019 have been incorporated by reference herein in reliance upon the report
of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We
are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act
of 1934, as amended, or the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act related
to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the
reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
In
addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with
the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file
with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report
on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC,
on a Form 6-K, unaudited quarterly financial information.
In
addition, since our Ordinary Shares were traded on the TASE prior to our listing on Nasdaq, until June 15, 2017 we have filed
Hebrew language periodic and immediate reports with, and furnished information to, the TASE and the Israel Securities Authority,
or the ISA, as required under Chapter Six of the Israel Securities Law, 1968. Copies of our filings with the ISA can be retrieved
electronically through the MAGNA distribution site of the ISA (www.magna.isa.gov.il) and the TASE website (www.maya.tase.co.il).
We
maintain a corporate website at www.foresightauto.com. Information contained on, or that can be accessed through, our website
and other websites listed in this prospectus do not constitute a part of this prospectus. We have included these website addresses
in this prospectus solely as inactive textual references.
The
SEC maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet
at http://www.sec.gov.
This
prospectus is part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by
the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement
and the exhibits thereto filed with the SEC. For further information with respect to us and the ADSs offered hereby, you should
refer to the complete registration statement on Form F-3, which may be obtained from the locations described above. Statements
contained in this prospectus or in any prospectus supplement about the contents of any contract or other document are not necessarily
complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated
by reference in the registration statement, you should read the exhibit for a more complete understanding of the document or matter
involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.
The
following documents filed with or furnished to the SEC by us are incorporated by reference in this prospectus:
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The Company’s report
of foreign private issuer on Form 6-K furnished to the SEC on April
1, 2020 (with respect to the first two, fifth and sixth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), April
6, 2020 (with respect to the first paragraph, the first two sentences of the second paragraph, the third through the sixth
paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April
16, 2020, April
23, 2020 (with respect to the first, second, fifth and sixth paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1), April
27, 2020, April
30, 2020, May 7, 2020
(with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press
release attached as Exhibit 99.1), May
18, 2020, May 20, 2020,
May 22, 2020 (with
respect to the first two paragraphs and the sections titled “First Quarter 2020 Financial Results,” “Balance
Sheet Highlights,” “First Quarter 2020 Corporate Highlights,” “Use of Non-GAAP Financial Results,”
and “Forward-Looking Statements,” and the financial statements in the press release attached as Exhibit 99.1),
June 8, 2020 (with
respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1), June 11,
2020, June 11,
2020, June 22, 2020,
June 24, 2020, July
6, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), July
16, 2020, July 17,
2020 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in the
press release attached as Exhibit 99.1), July
27, 2020 (with respect to the first two and the fourth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), August
3, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), August
21, 2020 (with respect to the first two paragraphs, the sections titled “Second Quarter 2020 Financial Results,”
“Balance Sheet Highlights,” “Second Quarter Corporate Highlights,” and “Forward-Looking Statements,”
and the GAAP financial statements in the press release attached as Exhibit 99.1, and Exhibits 99.2, 99.3 and the first, second
and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit
99.4), August 25, 2020,
August 28, 2020 (with
respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release
attached as Exhibit 99.1), September
3, 2020 (with respect to the first three and the fifth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), September
4, 2020, October
2, 2020 (with respect to the first, second and fourth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), October
13, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), October
21, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), November
4, 2020 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), November
12, 2020 (with respect to the first paragraph, the sections titled “Third Quarter 2020 Financial Results,” “Balance
Sheet Highlights,” “Recent Corporate Highlights,” and “Forward-Looking Statements,” and the GAAP
financial statements in the press release attached as Exhibit 99.1), December
4, 2020, December
11, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), December
16, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), December
29, 2020 and January
13, 2021 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1);
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The Company’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on March 31, 2020; and
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The description
of the Company’s Ordinary Shares and ADSs contained in the Company’s registration statement on Form 20-F filed
pursuant to the Exchange Act on June 1, 2017 (File No. 001-38094), as amended by Exhibit 2.D to the Company’ Annual Report
on Form 20-F for the year ended December 31, 2019, and
including any further amendment or report filed which updates such
description.
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All
subsequent Annual Reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall
be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents.
We may also incorporate any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying
in such Forms 6-K that they are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. 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 prospectus to the extent that a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The
information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC
will automatically update and supersede the information contained in this prospectus.
We
will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to us at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona 7414001,
Israel. Attention: Eliyahu Yoresh, Chief Financial Officer, telephone number: +972-077-9709030.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers, substantially
all of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially
all of our assets and substantially all of our directors and officers are located outside of the United States, any judgment obtained
in the United States against us or any of our directors and officers may not be collectible within the United States.
We
have been informed by our legal counsel in Israel, Lipa Meir & Co, that it may be difficult to assert U.S. securities law
claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities
laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear
a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters
of procedure will also be governed by Israeli law.
Subject
to specified time limitations and legal procedures, an Israeli court may enforce a United States judgment in a civil matter, which,
subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities
Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the judgment was
rendered by a court which was, according to the foreign country’s laws and the rules of private international law currently
prevailing in Israel, competent to render it;
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the judgment is
no longer appealable;
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the judgment is
enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment
is not contrary to public policy in Israel; and
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the judgment is
enforceable according to the law of the foreign state in which it was given.
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A
foreign judgment will not be declared enforceable by Israeli courts if it was given in a state, the laws of which do not provide
for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to impair the
sovereignty or security of Israel. An Israeli court also will not declare a foreign judgment enforceable if it is proved to the
Israeli court that:
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the judgment was
obtained by fraud;
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no adequate service
of process has been effected and the defendant has not had a reasonable opportunity to be heard and to present his or her
evidence;
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the judgment is
in conflict with another judgment that was given in the same matter between the same parties and which is still valid; or
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at the time the
action was brought to the foreign court a claim in the same matter and between the same parties was pending before a court
or tribunal in Israel.
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If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted
into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an
amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at
the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending
collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli
consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors
must bear the risk of unfavorable exchange rates.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not
soliciting an offer to buy securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated January 22, 2021
Prospectus
Up
to $60,000,000
American
Depositary Shares Representing Ordinary Shares
We
have entered into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated January 22,
2021, relating to the sale of our American Depositary Shares, or ADSs, offered by this prospectus and the accompanying prospectus.
Each ADS represents five of our ordinary shares, or the Ordinary Shares, no par value. In accordance with the terms of the Sales
Agreement, we may offer and sell our ADSs, having an aggregate offering price of up to $60,000,000 from time to time through A.G.P.
Sales
of our ADSs, if any, under this prospectus may be made in sales deemed to be an “at the market offering” as
defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. If authorized by us in
writing, A.G.P. may also sell our ADSs in negotiated transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices. A.G.P. is not required to sell any specific number or dollar amount of
securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales
practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
A.G.P.
will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold pursuant to the terms
of the Sales Agreement. See “Plan of Distribution” beginning on page 12 for additional information regarding the
compensation to be paid to A.G.P. In connection with the sale of the ADSs on our behalf, A.G.P. will be deemed to be an “underwriter”
within the meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts.
We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities
under the Securities Act or the Exchange Act of 1934, as amended, or the Exchange Act.
The ADSs are listed on the Nasdaq Capital
Market under the symbol “FRSX.” On January 19, 2021, the last reported sale price of the ADSs on the Nasdaq Capital
Market was $9.99 per ADS.
In addition, our
Ordinary Shares currently trade on the Tel Aviv Stock Exchange, or TASE, under the symbol “FRSX.” On January 19, 2021,
the last reported trading price of our Ordinary Shares on the TASE was NIS 6.32, or $1.94 per share (based on the exchange rate
reported by the Bank of Israel on such date).
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, and have elected to comply with
certain reduced public company reporting requirements.
Investing
in the ADSs involves risk. See “Risk Factors” beginning on page 3 of this prospectus and in the documents
incorporated by reference into this prospectus and the accompanying prospectus for a discussion of information that should be
considered in connection with an investment in the ADSs.
Neither
the Securities and Exchange Commission, or the SEC, the Israel Securities Authority, or the ISA, nor any state or other foreign
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
A.G.P.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
ABOUT THIS
PROSPECTUS
This prospectus relates to part of a registration
statement on Form F-3 that we have filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration
process. Under this shelf registration process, we may sell the securities described in our base prospectus included in the shelf
registration statement in one or more offerings up to a total aggregate offering price of $180,000,000. The $60,000,000 of ADSs
that may be offered, issued and sold under this prospectus is included in the $180,000,000 of securities that may be offered, issued
and sold by us pursuant to our shelf registration statement. In connection with such offers and when accompanied by the base prospectus
included in the registration statement of which this prospectus forms a part, this prospectus will be deemed a prospectus supplement
to such base prospectus.
Before
buying any of the ADSs that we are offering, we urge you to carefully read this prospectus, together with the accompanying base
prospectus and the information incorporated by reference as described under the headings “Where You Can Find More Information
and Incorporation of Certain Information by Reference” in this prospectus, and any free writing prospectus or prospectus
that we have authorized for use in connection with this offering. These documents contain important information that you should
consider when making your investment decision.
This
prospectus describes the terms of this offering of the ADSs and also adds to and updates information contained in the documents
incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus,
on the one hand, and the information contained in any document incorporated by reference into this prospectus that was filed with
the SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement
in one of these documents is inconsistent with a statement in another document having a later date — for example, a document
incorporated by reference into this prospectus — the statement in the document having the later date modifies or supersedes
the earlier statement.
This
prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. For further
information about us or the ADSs, you should refer to that registration statement, which you can obtain from the SEC as described
below under “Where You Can Find More Information and Incorporation of Certain Information by Reference.”
You
should rely only on the information contained or incorporated by reference in this prospectus, a prospectus and related free writing
prospectuses. We have not authorized any other person to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in this prospectus and the accompanying prospectus or related free writing prospectuses is accurate
on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated by
reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since those dates.
In
this prospectus, references to the terms “Foresight,” “the Company,” “we,” “us,”
“our” and similar terms, refer to Foresight Autonomous Holdings Ltd., unless we state or the context implies otherwise.
References to “Ordinary Shares” mean our Ordinary Shares, no par value.
Unless
derived from our financial statements or otherwise indicated, U.S. dollar translations of New Israeli Shekels, or NIS, amounts
presented in this prospectus are translated using a rate of NIS 3.254 to USD 1.00.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere or incorporated by reference into this prospectus and the accompanying prospectus.
This summary does not contain all of the information that you should consider before investing in our securities. You should carefully
read the entire prospectus and the accompanying prospectus, including the “Risk Factors” section, starting on page
3 of this prospectus and in the documents incorporated by reference into this prospectus and the accompanying prospectus, as
well as the financial statements and notes thereto and the other information incorporated by reference herein and therein, before
making an investment decision.
Overview
We
are a technology company engaged in the design, development and commercialization of sensor systems for the automotive industry.
Through our wholly owned subsidiaries, Foresight Automotive Ltd. and Eye-Net Mobile Ltd., we develop both “in-line-of-sight”
vision systems and “beyond-line-of-site” cellular-based applications. Foresight Automotive’s vision sensor is
a four-camera system based on 3D video analysis, advanced algorithms for image processing and sensor fusion. Eye-Net Mobile’s
cellular-based application is a V2X (vehicle-to-everything) accident prevention solution based on real-time spatial analysis of
clients’ movement.
Our
systems are designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest
rates of false alerts. Each of our systems is designed, developed and commercialized by one of our subsidiaries. Our subsidiaries,
all of which are located in our corporate headquarters, benefit from our collective engineering, operating, regulatory and marketing
infrastructure to support their respective activities. We are targeting the semi-autonomous and autonomous vehicle markets,
and we predict that our systems will revolutionize automotive safety by providing an automotive-grade, cost-effective platform
and advanced technology.
Company
Information
Our
registered office and principal place of business is located at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona
7403650, Israel. Our telephone number in Israel is +972-77-9709030. Our website address is www.foresightauto.com. The information
contained on our website or available through our website is not incorporated by reference into and should not be considered a
part of this prospectus.
THE
OFFERING
ADSs
offered by us
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ADSs,
each ADS representing five Ordinary Shares, no par value, having an aggregate offering price of up to $60,000,000.
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Ordinary Shares
outstanding prior to the offering
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313,097,721 Ordinary
Shares.
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Ordinary Shares
to be outstanding after this offering
|
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Up to
343,127,751 Ordinary Shares, assuming sales of $60,000,000 of ADSs, or 6,006,006 ADSs in this offering at an assumed
offering price of $9.99, which was the last reported sale price of the ADSs on the Nasdaq Capital Market on January
19, 2021. The actual number of ADSs will vary, depending on the sales price in this offering.
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The ADSs
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Each
ADS represents five of our Ordinary Shares. The ADSs may be evidenced by American Depositary
Receipts. The depositary will hold in custody the Ordinary Shares underlying the ADSs and
you will have the rights of an ADS holder as provided in the deposit agreement among us, the
depositary and the owners and holders of ADSs from time to time.
To
better understand the terms of the ADSs, you should carefully read the section in the accompanying prospectus entitled
“Description of the American Depositary Shares.” We also encourage you to read the deposit agreement referred
to above, which is incorporated by reference as an exhibit to the registration statement that includes the accompanying
prospectus.
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Manner of Offering
|
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“At the market
offering” that may be made from time to time through or to A.G.P., as sales agent or principal. See “Plan of Distribution”
on page 12 of this prospectus.
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Use of proceeds
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We
intend to use the net proceeds from the sale of securities under this prospectus for general
corporate purposes, which include financing our operations, capital expenditures and business
development.
See
“Use of Proceeds” on page 8 of this prospectus.
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Depositary
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The Bank of New
York Mellon.
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Risk factors
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Investing in the
ADSs involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus and in the documents
incorporated by reference into this prospectus and the accompanying prospectus for a discussion of the risks you should carefully
consider before deciding to invest in the ADSs.
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Nasdaq Capital Market
and Tel Aviv Stock Exchange symbol
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“FRSX”
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Unless
otherwise stated, all information in this prospectus, is based on 313,097,721 Ordinary Shares outstanding as of January 19,
2021, and does not include the following as of that date:
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●
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27,929,668 Ordinary
Shares issuable upon the exercise of options outstanding under our 2016 Equity Incentive Plan, at a weighted average
exercise price of NIS 1.75 (approximately $0.54) per share (approximately $2.70 per ADS), of which 15,578,918
were vested as of January 19, 2021; and
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●
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12,976,285 Ordinary
Shares reserved for issuance and available for future grant under our 2016 Equity Incentive Plan.
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RISK FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described
below and in the documents incorporated by reference into this prospectus and the accompanying prospectus, together with all of
the other information appearing in this prospectus or the accompanying prospectus or incorporated by reference herein or therein,
including in light of your particular investment objectives and financial circumstances. The risks so described are not the only
risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations
and become material. Our business, financial condition and results of operations could be materially adversely affected by any
of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your
investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications
and limitations on such forward-looking statements discussed elsewhere in this prospectus under the caption “Cautionary
Statement Regarding Forward-Looking Statements” below.
Risks
Related to this Offering
Since
we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We
intend to use the net proceeds of this offering for working capital and for other general corporate purposes, which include financing
our operations, capital expenditures and business development. Accordingly, our management will have significant flexibility in
applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these
net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being
used in ways with which you would agree. It is possible that the net proceeds will be invested in a way that does not yield us
a favorable, or any, return. The failure of our management to use the net proceeds effectively could have a material adverse effect
on our business, financial condition, operating results and cash flow.
Investors
in this offering will incur immediate dilution from the public offering price.
Because the price
per ADS of the ADSs being offered is higher than the book value per share of the ADSs, you will suffer immediate dilution in
the net tangible book value of the ADSs you purchase in this offering. Assuming that an aggregate of 6,006,006 ADSs are
sold during the term of the Sales Agreement with A.G.P., at a price of $9.99 per ADS (the reported sale price of our ADSs on
the Nasdaq Capital Market on January 19, 2021), for aggregate gross proceeds of approximately $60,000,000, and after
deducting commissions and estimated offering expenses payable by us, you will experience immediate and substantial dilution
of $8.401 per ADS, with respect to the net tangible book value of the ADSs. See “Dilution” for a more detailed
discussion of the dilution you will incur in this offering.
The
actual number of ADSs we will sell under the Sales Agreement with A.G.P., as well as the price at which we may sell such ADSs,
at any one time or in total, is uncertain.
Subject
to certain limitations in the Sales Agreement with A.G.P. and compliance with applicable law, we have the discretion to deliver
placement notices to A.G.P. at any time throughout the term of the Sales Agreement. The number of ADSs that are sold by A.G.P.
after delivering a placement notice will fluctuate based on the market price of the ADSs during the sales period and limits, we
set with A.G.P. In addition, the price at which ADSs are sold by AGP, from time to time, will be dependent on the market price
of our ADSs and, as a result, purchasers of our ADSs that are sold under the Sales Agreement may purchase such ADSs at different
prices.
A
substantial number of our Ordinary Shares, underlying the offered ADSs, will be sold in this offering and we may sell or issue
additional ADSs or Ordinary Shares in the future, which could cause the price of the ADSs to decline.
Assuming
we will sell an aggregate of 6,006,006 ADSs during the term of the Sales Agreement with A.G.P., the underlying Ordinary Shares
represented thereby will equal approximately 9.6% of our outstanding Ordinary Shares as of January 19, 2021. This sale and any
future issuances or sales of a substantial number of ADSs or Ordinary Shares in the public market or otherwise, or the perception
that such issuances or sales may occur, could adversely affect the price of the ADSs. We have issued a substantial number of Ordinary
Shares in connection with the exercise of warrants and options to purchase our Ordinary Shares, and in the future we may issue
additional shares in connection with the exercise of existing warrants or options, which are eligible for, or may become eligible
for, unrestricted resale. Any sales or registration of such shares in the public market or otherwise could reduce the prevailing
market price for the ADSs, as well as make future sales of equity securities by us less attractive or not feasible, thus limiting
our capital resources.
We
may need additional financing in the future. We may be unable to obtain additional financing or if we obtain financing it may
not be on terms favorable to us. You may lose your entire investment.
Based
on our current plans, we believe our existing cash and cash equivalents, along with cash generated from this offering, will be
sufficient to fund our operating expense and capital requirements for at least 20 months from the date of this prospectus, although
there is no assurance of this and we may need additional funds in the future. If our capital resources are insufficient to meet
future capital requirements, we will have to raise additional funds. We may be unable to obtain additional funds through financing
activities, and if we obtain financing it may not be on terms favorable to us. If we are unable to obtain additional funds on
terms favorable to us, we may be required to cease or reduce our operating activities. If we must cease or reduce our operating
activities, you may lose your entire investment.
The
price of the ADSs may be volatile.
The
market price of the ADSs has fluctuated in the past. Consequently, the current market price of the ADSs may not be indicative
of future market prices, and we may be unable to sustain or increase the value of your investment in the ADSs.
The
dual listing of our Ordinary Shares and the ADSs may adversely affect the liquidity and value of our Ordinary Shares and the ADSs.
The
ADSs trade on the Nasdaq Capital Market and our Ordinary Shares trade on the TASE. The dual listing of the ADSs and the Ordinary
Shares may dilute the liquidity of these securities in one or both markets. The price of the ADSs could also be adversely affected
by trading in our Ordinary Shares on the TASE.
We
do not anticipate paying any dividends.
No
dividends have been paid on our Ordinary Shares. We do not intend to pay cash dividends on our Ordinary Shares in the foreseeable
future, and anticipate that profits, if any, received from operations will be reinvested in our business. Any decision to pay
dividends will depend upon our profitability at the time, cash available and other relevant factors including, without limitation,
the conditions set forth in the Israeli Companies Law, or the Companies Law.
You
may not have the same voting rights as the holders of our Ordinary Shares and may not receive voting materials in time to be able
to exercise the right to vote.
Holders
of the ADSs are not be able to exercise voting rights attaching to the Ordinary Shares underlying the ADSs on an individual basis.
Instead, holders of the ADSs may only exercise the voting rights attaching to the Ordinary Shares in accordance with the Deposit
Agreement. Purchasers of ADSs in this offering may not receive voting materials in time to instruct the depositary to vote, and
it is possible that they, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity
to exercise a right to vote. Furthermore, the depositary will not be liable for any failure to carry out any instructions to vote,
for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise voting
rights and may lack recourse if your ADSs are not voted as requested.
You
may not receive the same distributions or dividends as those we make to the holders of our Ordinary Shares, and, in some limited
circumstances, you may not receive dividends or other distributions on our Ordinary Shares and you may not receive any value for
them, if it is illegal or impractical to make them available to you.
The
depositary for the ADSs has agreed to pay to you any cash dividends or other distributions it or the custodian receives on our
Ordinary Shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. Although, as stated
above, we do not currently anticipate paying any dividends, if we do, you will receive these distributions in proportion to the
number of Ordinary Shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or
impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution
to a holder of ADSs if it consists of securities that require registration under the Securities Act, but that are not properly
registered or distributed under an applicable exemption from registration. In addition, conversion into U.S. dollars from foreign
currency that was part of a dividend or distribution made in respect of deposited Ordinary Shares may require the approval or
license of, or a filing with, a government or an agency thereof, which may be unobtainable. In these cases, the depositary may
determine not to distribute such property and instead may sell it and distribute the net cash proceeds from the sale of the dividends
or distributions. We have no obligation to register under U.S. securities laws any ADSs, Ordinary Shares, rights or other securities
received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, Ordinary
Shares, rights or anything else to holders of ADSs. In addition, the depositary may withhold from such dividends or distributions
its fees and an amount on account of taxes or other governmental charges to the extent the depositary believes it is required
to make such withholding. This means that you may not receive the same distributions or dividends as those we make to the holders
of our Ordinary Shares, and, in some limited circumstances, you may not receive any value for such distributions or dividends
if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value
of the ADSs.
You
may be subject to limitations on transfer of your ADSs.
ADSs
are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time
to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver,
transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we
or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or
under any provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement.
ADSs
holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could augur less
favorable results to the plaintiff(s) in any such action.
The
deposit agreement governing the ADSs representing our Ordinary Shares provides that holders and owners of ADSs irrevocably waive
the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including
claims under federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this
jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit
agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has
not been finally adjudicated by a federal court. However, we believe that a jury trial waiver provision is generally enforceable
under the laws of the State of New York, which govern the deposit agreement, by a court of the State of New York or a federal
court, which have non-exclusive jurisdiction over matters arising under the deposit agreement, applying such law. In determining
whether to enforce a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the
jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to
trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts
will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which
is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case
of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit
agreement or the ADSs. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder
or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the federal securities laws. If you
or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arising
under the deposit agreement or the ADSs, you or such other holder or beneficial owner may not be entitled to a jury trial with
respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If
a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice
of the applicable trial court, which would be conducted according to different civil procedures and may augur different results
than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending
on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
The COVID-19 pandemic, or any other
pandemic, epidemic or outbreak of an infectious disease, may materially and adversely affect our business and operations.
The
outbreak of COVID-19 in Wuhan, China in December 2019 has spread to multiple countries, including the United States, Israel and
many European countries in which we operate. On March 11, 2020, the World Health Organization declared the outbreak a pandemic.
While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear
that it has affected the lives of a large portion of the global population. At this time, the pandemic has caused states of emergency
to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and
various institutions and companies being closed. We are actively monitoring the pandemic and we are taking any necessary measures
to respond to the situation in cooperation with the various stakeholders.
Due
to the uncertainty surrounding the COVID-19 pandemic, we will continue to assess the situation, including government-imposed restrictions,
market by market. It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on our
business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by us in response
to such spread, could have on our business, results of operations and financial condition. The COVID-19 pandemic and mitigation
measures have also negatively impacted global economic conditions, which, in turn, could adversely affect our business, results
of operations and financial condition. The extent to which the COVID-19 outbreak continues to impact our financial condition
will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions,
new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, the accompanying prospectus and certain information incorporated by reference in this prospectus and the accompanying
prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, and other securities laws. Forward-looking statements are often characterized by the use of forward-looking
terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,”
“continue,” “believe,” “should,” “intend,” “project” or other similar
words, but are not the only way these statements are identified.
These
forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements
that contain projections of results of operations or of financial condition for future periods, statements relating to the research,
development and use of our products, and all statements (other than statements of historical facts) that address activities, events
or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking
statements on assumptions and assessments made by our management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important
factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these
forward-looking statements include, among other things:
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the overall global
economic environment;
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the impact of competition
and new technologies;
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general market,
political and economic conditions in the countries in which we operate;
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projected capital
expenditures and liquidity;
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changes in our strategy;
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the impact of the
COVID-19 crisis on our business and operating results;
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litigation; and
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The risk factors
included in this prospectus and the factors referred to in our most recent Annual Report on Form 20-F in “Item 3. Key
Information - D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial
Review and Prospects,” as well as generally in our most recent Annual Report on Form 20-F, which is incorporated by
reference into this prospectus and the accompanying prospectus.
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You
are urged to carefully review and consider the various disclosures made throughout this prospectus and the accompanying prospectus,
including in the information incorporated by reference herein and therein, which are designed to advise interested parties of
the risks and factors that may affect our business, financial condition, results of operations and prospects.
You
should not put undue reliance on any forward-looking statements. Any forward-looking statements speak only as of the date they
are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
In
addition, the section of our most recent Annual Report on Form 20-F entitled “Item 4. Information on the Company,”
which is incorporated by reference into this prospectus and the accompanying prospectus, contains information obtained from independent
industry and other sources that we believe to be reliable, but that we have not independently verified. Accordingly, you should
not put undue reliance on this information.
USE OF
PROCEEDS
We
may issue and sell our ADSs having an aggregate sales price of up to $60,000,000 from time to time. Because there is no minimum
offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds
to us, if any, are not determinable at this time.
We
intend to use the net proceeds from the sale of securities under this prospectus for general corporate purposes, which include
financing our operations, capital expenditures and business development. The timing and amount of our actual expenditures will
be based on many factors, and we cannot specify with certainty all of the particular uses of the net proceeds from this offering.
Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. We
have no current commitments or binding agreements with respect to any material acquisition of or investment in any technologies,
products or companies.
Pending
our use of the net proceeds from this offering, we may invest the net proceeds of this offering in a variety of capital preservation
investments, including but not limited to short-term, investment grade, interest bearing instruments and U.S. government securities.
DIVIDEND POLICY
We
have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends in the foreseeable
future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on
then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements,
business prospects and other factors our board of directors may deem relevant.
The
Companies Law imposes further restrictions on our ability to declare and pay dividends.
CAPITALIZATION
The
following table sets forth our total liabilities and shareholders’ equity as of September 30, 2020:
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on a pro forma
basis to give effect to the issuance of (i) 4,371,131 ADSs pursuant to the Company’s Sales Agreement with
A.G.P./Alliance Global Partners, dated October 2, 2020, and receipt of net proceeds of approximately $7.83 million from such
issuance, and (ii) the issuance of 205,096 ADSs (1,025,479 Ordinary Shares) to employees and service providers under the
Company’s 2016 Equity Incentive Plan and receipt of net proceeds of approximately $0.45 million from such issuance; and
(iii) the issuance of 6,265,063 ADSs in a registered direct offering that closed on December 30, 2020, and receipt of
net proceeds of approximately $24.03 million from such issuance; and
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on an as adjusted
basis to give additional effect to the sale of 6,006,006 ADSs in this offering based on an assumed public offering price of
$9.99 per ADS, the reported sale price for our ADSs as reported on the Nasdaq Capital Market on January 19, 2021, and after
deducting commissions and estimated offering expenses payable by us.
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The
following table sets forth our total liabilities and shareholders’ equity as of September 30, 2020 and should be read in
conjunction with “Use of Proceeds,” our financial statements and related notes that are incorporated by reference
into this prospectus and the accompanying prospectus and the other financial information included or incorporated by reference
into this prospectus and the accompanying prospectus.
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As of September 30, 2020
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(U.S. dollars in thousands) (Unaudited)
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Actual
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Pro
Forma
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Pro Forma
As Adjusted
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Cash and cash equivalents
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$
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9,395
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$
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41,622
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$
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99,676
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Short term deposits
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5,142
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5,142
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5,142
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Shareholders’ equity:
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Ordinary Shares, no par value; Authorized 1,000,000,000 shares; Issued and outstanding: 258,891,272 shares as of September 30, 2020
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Additional paid in capital
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79,520
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111,747
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169,801
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Accumulated deficit
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(60,753
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)
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(60,753
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)
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(60,753
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)
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Total equity
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18,767
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50,994
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109,048
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Total capitalization
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$
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18,767
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$
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50,994
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$
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109,048
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The
above discussion and table are based on 313,097,721 Ordinary Shares outstanding as of January 19, 2021, and does not include the
following as of that date:
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27,929,668 Ordinary
Shares issuable upon the exercise of options outstanding under our 2016 Equity Incentive Plan, at a weighted average
exercise price of NIS 1.75 (approximately $0.54) per share (approximately $2.69 per ADS), of which 15,578,918 were vested
as of January 19, 2021; and
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12,976,285 Ordinary
Shares reserved for issuance and available for future grant under our 2016 Equity Incentive Plan.
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DILUTION
If
you invest in our ADSs, you will experience immediate dilution to the extent of the difference between the public offering price
of the ADSs in this offering and the net tangible book value per ADS immediately after the offering.
Our
net tangible book value per Ordinary Share is determined by dividing our total tangible assets, less total liabilities, by the
actual number of outstanding Ordinary Shares. The net tangible book value of our Ordinary Shares as of September 30, 2020, was
approximately $0.072 per Ordinary Share or $0.36 per ADS (using the ratio of five Ordinary Shares to one ADS). Net tangible book
value per share or per ADS represents the amount of our total tangible assets less our total liabilities, divided by 258,891,272,
the total number of Ordinary Shares outstanding at September 30, 2020, or 51,778,254, the total number of ADSs that would represent
such total number of shares based on a share-to-ADS ratio of five-to-one.
Also,
at September 30, 2020, on pro forma basis taking into account the issuance of (i) 4,371,131 ADSs pursuant to our sales agreement
with A.G.P./Alliance Global Partners, dated October 2, 2020, and
receipt of net proceeds of approximately $7.8 million; (ii) the issuance of 205,096 ADSs (1,025,479 Ordinary Shares) to employees
and service providers under the Company’s 2016 Equity Incentive Plan; and (iii) the issuance of 6,265,063 ADSs in a registered
direct offering that closed on December 30, 2020, we had a net tangible book value of approximately $50.1 million corresponding
to a net tangible book value of $0.163 per Ordinary Share, or $0.814 per ADS.
After
giving effect to the sale of our ADSs during the term of the Sales Agreement with A.G.P. in the aggregate amount of $60,000,000
at an assumed offering price of $9.99 per ADS, the reported sale price of our ADSs on the Nasdaq Capital Market on January 19,
2021, and after deducting commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book
value as of September 30, 2020 would have been approximately $109.05 million, or $0.318 per Ordinary Share or $1.589 per
ADS. This amount represents an immediate increase in net tangible book value of $0.155 per Ordinary Share or $0.775 per ADS
as a result of this offering and an immediate dilution of approximately $8.401 per ADS to investors purchasing ADSs in this
offering.
The
following table illustrates this dilution on a per ADS basis. The as adjusted information is illustrative only and will adjust
based on the actual prices to the public, the actual number of ADSs sold, and other terms of the offering determined at the times
our ADSs are sold pursuant to this prospectus. The ADSs sold in this offering, if any, will be sold from time to time at various
prices.
Public offering price per ADS
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$
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9.99
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Pro forma net tangible book value per ADS as of September 30, 2020
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$
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0.814
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Increase in pro forma net tangible book value per ADS attributable to investors purchasing ADSs in this offering
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$
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0.775
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Pro forma as adjusted net tangible book value per ADS after offering
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$
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1.589
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Dilution per ADS to investors purchasing ADSs in the offering
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|
|
|
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$
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8.401
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|
The
above discussion and table are based on 313,097,721 Ordinary Shares outstanding as of January 19, 2021, and does not include the
following as of that date:
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27,929,668 Ordinary
Shares issuable upon the exercise of options outstanding under our 2016 Equity Incentive Plan, at a weighted average
exercise price of NIS 1.75 (approximately $0.54) per share (approximately $2.69 per ADS), of which 15,578,918 were vested
as of January 19, 2021; and
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|
|
|
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●
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12,976,285 Ordinary
Shares reserved for issuance and available for future grant under our 2016 Equity Incentive Plan.
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To
the extent that outstanding options or warrants are exercised, or we issue additional Ordinary Shares under our equity incentive
plans, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or
strategic considerations even if we believe that we have sufficient funds for our current and future operating plans. To the extent
that additional capital is raised through the sale of equity or convertible debt securities, the issuance of those securities
could result in further dilution to the holders of our Ordinary Shares and the ADSs.
PLAN
OF DISTRIBUTION
We
have entered into the Sales Agreement with A.G.P., under which we may issue and sell ADSs from time to time to or through A.G.P., acting as our sales agent. Sales of our ADS, if any, under this prospectus will be made at market
prices by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act,
including sales made directly on the Nasdaq Capital Market, on any other existing trading market for our ADSs or to or through
a market maker.
Each
time that we wish to issue and sell our ADSs under the Sales Agreement, we will provide A.G.P. with a placement notice describing
the amount of ADSs to be sold, the time period during which sales are requested to be made, any limitation on the amount of ADSs
that may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales
in a given time period and any other instructions relevant to such requested sales. Upon receipt of a placement notice, A.G.P.,
acting as our sales agent, will use commercially reasonable efforts, consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market, to sell our ADSs under the
terms and subject to the conditions of the placement notice and the Sales Agreement. We or A.G.P. may suspend the offering of
ADSs pursuant to a placement notice upon notice and subject to other conditions.
Unless
the parties agree otherwise, settlement for sales of ADSs will occur on the second trading day following the date on which any
sales are made in return for payment of the net proceeds to us. There are no arrangements to place any of the proceeds of this
offering in an escrow, trust or similar account. Sales of our ADSs as contemplated in this prospectus will be settled through
the facilities of The Depository Trust Company or by such other means as we and A.G.P. may agree upon.
We
will pay A.G.P. commissions for its services in acting as our sales agent in the sale of our ADSs pursuant to the Sales Agreement.
A.G.P. will be entitled to compensation at a fixed commission rate of up to 3.0% of the gross proceeds from the sale of our ADSs
on our behalf pursuant to the Sales Agreement. We have also agreed to reimburse A.G.P. for its reasonable and documented out-of-pocket
expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in an amount not
to exceed $30,000 and for A.G.P.’s reasonable and documented out-of-pocket expenses (including but not limited to the reasonable
and documented fees and expenses of its legal counsel) on an annual basis in an amount not to exceed $10,000.
We
estimate that the total expenses for this offering, excluding compensation payable to A.G.P. and certain expenses reimbursable
to A.G.P. under the terms of the Sales Agreement, will be approximately $106,000. The remaining sales proceeds, after deducting
any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or self-regulatory organization in
connection with the sales, will equal our net proceeds for the sale of such ADS.
Because
there are no minimum sale requirements as a condition to this offering, the actual total public offering price, commissions and
net proceeds to us, if any, are not determinable at this time. The actual dollar amount and number of ADSs we sell through this
prospectus will be dependent, among other things, on market conditions and our capital raising requirements.
In
connection with the sale of the ADSs on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning
of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We have agreed
to provide indemnification and contribution to A.G.P. against certain civil liabilities, including liabilities under the Securities
Act.
A.G.P.
will not engage in any market making activities involving our ADSs while the offering is ongoing under this prospectus if such
activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. As our sales agent,
A.G.P. will not engage in any transactions that stabilizes our ADSs.
The
offering pursuant to the Sales Agreement will terminate upon the expiration of the registration statement of which this
prospectus is a part, on the third anniversary of the initial effective date of such registration statement. We
may terminate the Sales Agreement in our sole discretion at any time by giving 10 days’ prior notice to A.G.P. A.G.P.
may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any
time by giving 10 days’ prior notice to us.
The
Sales Agreement has been filed as an exhibit to the registration statement of which this prospectus is a part.
A.G.P.
and/or its affiliates have provided, and may in the future provide, various investment banking and other financial services for
us, for which services they have received and may in the future receive customary fees.
We previously entered
into a sales agreement with A.G.P. on October 2, 2020, which agreement terminated pursuant to its terms. Pursuant to this previous
sales agreement, we issued and sold an aggregate of 4,371,131 ADSs through A.G.P, as sales agent for aggregate gross proceeds
of approximately $8.1 million. As sales agent, A.G.P. received a fee of up to 3% of the aggregate gross proceeds.
In
connection with each of the April 2020, May 2020 and June 2020 offerings, pursuant to a placement agency agreement entered into
on April 28, 2020, May 19, 2020, and June 9, 2020, respectively, between us and A.G.P., we paid A.G.P. on April 30, 2020, May
21, 2020 and June 11, 2020, respectively, a fee equal to 7% of the aggregate purchase price paid by the investors in each offering
and certain expenses. In connection the December 2020 offering, pursuant to a placement agency agreement, entered into on December 28, 2020, a fee equal to 6.5% of the aggregate purchase price paid by the investors in each offering and certain expenses.
This
prospectus in electronic format may be made available on a website maintained by A.G.P., and A.G.P. may distribute this prospectus
electronically.
Listing
The
ADSs are listed under the symbol “FRSX” on the Nasdaq Capital Market and our Ordinary Shares are listed on the Tel
Aviv Stock Exchange, or TASE, under the symbol “FRSX.”
Depositary
Bank
The
Depositary for the ADSs to be issued in this offering is The Bank of New York Mellon.
Foreign
Regulatory Restrictions on Purchase of Securities Offered Hereby Generally
No
action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the
securities offered by this prospectus and accompanying prospectus, or the possession, circulation or distribution of this prospectus
and accompanying prospectus or any other material relating to us or the securities offered hereby in any jurisdiction where action
for that purpose is required. Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly, and
neither of this prospectus and accompanying prospectus nor any other offering material or advertisements in connection with the
securities offered hereby may be distributed or published, in or from any country or jurisdiction except in compliance with any
applicable rules and regulations of any such country or jurisdiction.
EXPENSES
We
are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. We estimate these expenses to be approximately $16,500 which at the present time include the following categories of
expenses:
Legal fees and expenses
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|
$
|
7,500
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Accounting fees and expenses
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$
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2,500
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Miscellaneous expenses
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$
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6,500
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|
|
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Total
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$
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16,500
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LEGAL MATTERS
The
validity of the securities offered hereby and certain matters of Israeli law will be passed upon for us by Lipa Meir & Co.,
Tel Aviv, Israel. Certain matters of U.S. federal securities law relating to this offering will be passed upon for us by Sullivan
& Worcester LLP, New York, New York. Gracin & Marlow, LLP, New York, New York acted as counsel to A.G.P.
EXPERTS
The
consolidated financial statements of Foresight Autonomous Holdings Ltd. as of December 31, 2019 and 2018, and for each of the
years in the three-year period ended on December 31, 2019 have been audited by Brightman Almagor Zohar & Co., a Firm in the
Deloitte Global Network, an independent registered public accounting firm, as stated in their report which is incorporated herein
by reference (which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory
paragraph referring to going concern). Such consolidated financial statements have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We
are an Israeli company and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a foreign
private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements,
and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act.
In
addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with
the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we file
with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report
on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC,
on a Form 6-K, unaudited quarterly financial information.
In
addition, since our Ordinary Shares were traded on the TASE prior to our listing on Nasdaq, until June 15, 2017, we have filed
Hebrew language periodic and immediate reports with, and furnished information to, the TASE and the ISA, as required under Chapter
Six of the Israel Securities Law, 1968. Copies of our filings with the ISA can be retrieved electronically through the MAGNA distribution
site of the ISA (www.magna.isa.gov.il) and the TASE website (www.maya.tase.co.il).
The
SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet
at http://www.sec.gov.
This
prospectus and the accompanying prospectus are part of a registration statement on Form F-3 filed by us with the SEC under the
Securities Act. As permitted by the rules and regulations of the SEC, this prospectus and the accompanying prospectus do not contain
all the information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information
with respect to us and the ADSs offered hereby, you should refer to the complete registration statement on Form F-3, which may
be obtained from the locations described above in the immediately preceding paragraph. Statements contained in this prospectus,
the accompanying prospectus or any document incorporated by reference herein or therein about the contents of any contract or
other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration
statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more
complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified
in its entirety by reference to the actual document.
The
following documents filed with or furnished to the SEC by us are incorporated by reference in this prospectus and the accompanying
prospectus:
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the Company’s
financial results included in the registrant’s Reports on Form
6-K furnished to the Commission on November 12, 2020;
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The Company’s report
of foreign private issuer on Form 6-K furnished to the SEC on April
1, 2020 (with respect to the first two, fifth and sixth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), April
6, 2020 (with respect to the first paragraph, the first two sentences of the second paragraph, the third through the sixth
paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1), April
16, 2020, April
23, 2020 (with respect to the first, second, fifth and sixth paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1), April
27, 2020, April
30, 2020, May 7, 2020
(with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press
release attached as Exhibit 99.1), May
18, 2020, May 20, 2020,
May 22, 2020 (with
respect to the first two paragraphs and the sections titled “First Quarter 2020 Financial Results,” “Balance
Sheet Highlights,” “First Quarter 2020 Corporate Highlights,” “Use of Non-GAAP Financial Results,”
and “Forward-Looking Statements,” and the financial statements in the press release attached as Exhibit 99.1),
June 8, 2020 (with
respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached
as Exhibit 99.1), June 11,
2020, June 11,
2020, June 22, 2020,
June 24, 2020, July
6, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), July
16, 2020, July 17,
2020 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in the
press release attached as Exhibit 99.1), July
27, 2020 (with respect to the first two and the fourth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), August
3, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), August
21, 2020 (with respect to the first two paragraphs, the sections titled “Second Quarter 2020 Financial Results,”
“Balance Sheet Highlights,” “Second Quarter Corporate Highlights,” and “Forward-Looking Statements,”
and the GAAP financial statements in the press release attached as Exhibit 99.1, and Exhibits 99.2, 99.3 and the first, second
and fourth paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit
99.4), August 25, 2020,
August 28, 2020 (with
respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release
attached as Exhibit 99.1), September
3, 2020 (with respect to the first three and the fifth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), September
4, 2020, October
2, 2020 (with respect to the first, second and fourth paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), October
13, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), October
21, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), November
4, 2020 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), November
12, 2020 (with respect to the first paragraph, the sections titled “Third Quarter 2020 Financial Results,” “Balance
Sheet Highlights,” “Recent Corporate Highlights,” and “Forward-Looking Statements,” and the GAAP
financial statements in the press release attached as Exhibit 99.1), December
4, 2020, December
11, 2020 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), December
16, 2020 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1), December
29, 2020 and January
13, 2021 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1)
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●
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the Company’s
Annual Report on Form
20-F for the fiscal year ended December 31, 2019, filed with the SEC on March 31, 2020; and
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●
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the description of
the Company’s Ordinary Shares and ADSs contained in the Company’s registration statement on Form
20-F filed with the SEC pursuant to the Exchange Act on June 1, 2017 (File No. 001-38094), as amended by Exhibit 2.D to
the Company’ Annual Report on Form
20-F for the year ended December 31, 2019, and including any further amendment or report filed which updates such
description.
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All
subsequent Annual Reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of this offering shall
be deemed to be incorporated by reference to this prospectus and the accompanying prospectus and to be a part hereof and thereof
from the date of filing of such documents. We may also incorporate any Form 6-K subsequently submitted by us to the SEC prior
to the termination of this offering by identifying in such Forms 6-K that they are being incorporated by reference herein and
in the accompanying prospectus, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus
and the accompanying prospectus and to be a part hereof from the date of submission of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein and in the accompanying prospectus shall be deemed
to be modified or superseded for purposes of this prospectus and the accompanying prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein
and in the accompanying prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this prospectus or the accompanying prospectus.
The
information we incorporate by reference is an important part of this prospectus and the accompanying prospectus, and later information
that we file with the SEC that is incorporated by reference will automatically update and supersede the information contained
in this prospectus and the accompanying prospectus.
We
will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to us at Foresight Autonomous Holdings Ltd., 7 Golda Meir St., Ness Ziona 7403650,
Israel. Attention: Eliyahu Yoresh, Chief Financial Officer, telephone number: +972-077-9709030.
Up to
$60,000,000 of American Depositary Shares
Each Representing
Five Ordinary Shares
Foresight
Autonomous Holdings Ltd.
PROSPECTUS
A.G.P.
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
8. Indemnification of Directors and Officers
Indemnification
The
Israeli Companies Law, 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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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 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.
We
have entered into indemnification and exculpation agreements with all of our directors and with certain members of our 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, we intend to amend our 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 our controlling shareholder and/or any our office holder has personal interest in.
Item
9. Exhibits
Exhibit
Number
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Description
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1.1*
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Form of underwriting
agreement.
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3.1
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Articles of Association of Foresight Autonomous Holdings Ltd. (unofficial English translation from Hebrew original), filed as part of Exhibit 99.1.1 to Form 6-K filed on August 16, 2019, and incorporated herein by reference.
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4.1
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Form
of Deposit Agreement among Foresight Autonomous Holdings Ltd., The Bank of New York Mellon as Depositary, and owners and holders
from time to time of ADSs issued thereunder, including the Form of American Depositary Shares, filed as Exhibit 2.1 to Form
20-F (File No. 001-38094) filed on May 11, 2017, and incorporated herein by reference.
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5.1**
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Opinion
of Lipa Meir & Co.
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10.1**
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Sales Agreement by and between Foresight Autonomous Holdings Ltd. and A.G.P./Alliance Global Partners, dated January 22, 2021.
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23.1**
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Consent of Brightman Almagor Zohar & Co., a Firmin the Deloitte Global Network, independent registered public accounting firm.
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23.2**
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Consent
of Lipa Meir & Co (included in Exhibit 5.1).
|
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24.1 **
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Power of Attorney (included in the signature page of this registration statement).
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*
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To be filed, if
applicable, by post-effective amendment or incorporated by reference in connection with the offering of any ADSs, as appropriate.
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Item
10. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
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 the 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 SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
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.
(3)
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.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering; provided, however, that a post-effective amendment
need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 if such
financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act that are incorporated by reference in this registration statement.
(5)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(6)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act) that is incorporated by reference in the 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.
(c)
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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the city of Ness Ziona, State of Israel, on January 22, 2021.
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FORESIGHT
AUTONOMOUS HOLDINGS LTD.
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By:
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/s/
Haim Siboni
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Haim Siboni
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Chief Executive
Officer
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POWER
OF ATTORNEY
We,
the undersigned directors and/or officers of Foresight Autonomous Holdings Ltd., hereby severally constitute and appoint Haim
Siboni and Eliyahu Yoresh, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each
of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form F-3
filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration
statement filed pursuant to Rule 462(b) under the Securities Act, as amended, in connection with the said registration under
the Securities Act, as amended, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, shall do or cause
to be done by virtue of this Power of Attorney.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities
and on the dates indicated:
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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January
22, 2021
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Haim
Siboni
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(principal
executive officer)
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/s/
Eliyahu Yoresh
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Chief
Financial Officer
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January
22, 2021
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Eliyahu
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 of Directors
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January 22, 2021
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Michael Gally
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/s/
Ehud Aharoni
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Director
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January 22, 2021
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Ehud Aharoni
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/s/
Daniel Avidan
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Director
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January 22, 2021
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Daniel Avidan
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/s/
Zeev Levenberg
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Director
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January 22, 2021
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Zeev Levenberg
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/s/
Vered Raz-Avayo
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Director
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January 22, 2021
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Vered Raz-Avayo
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Pursuant
to the requirements of the Securities Act, as amended, the undersigned, Sullivan & Worcester, the duly authorized representative
in the United States of Foresight Autonomous Holdings Ltd. has signed this registration statement on January 22, 2021.
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/s/
Sullivan & Worcester LLP
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II-5
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