Business Context and Reporting Period
Company: Foresight Autonomous Holdings Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: January 2021 (Report No. 2)
Date of Filing: January 22, 2021
This filing reports the execution of a Sales Agreement with A.G.P./Alliance Global Partners (the "Sales Agent") to facilitate the potential sale of American Depositary Shares (ADSs) via an "at-the-market" offering.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the terms of a new securities sales agreement.
| Metric | Value |
|---|---|
| Commission to Sales Agent | Up to 3.0% of aggregate gross proceeds |
| ADS Conversion Ratio | 1 ADS represents 5 ordinary shares |
| Underlying Registration | Form F-3 (File No. 333-252334) |
Material Changes
There are no material changes to financial performance reported in this document. The material event is the establishment of a new distribution channel for equity securities:
- Execution of a Sales Agreement on January 22, 2021.
- Authorization to sell ADSs through the Sales Agent subject to the Registrant's instructions regarding price, time, and size.
- The Registrant is not obligated to sell any ADSs under this agreement.
Guidance, Outlook, and Risks
Management Commentary: The company has established a mechanism to raise capital through an "at-the-market" offering, allowing for flexibility in timing and volume of sales based on market conditions.
Risks and Contingencies:
- Sales Conditions: The Sales Agent's obligation to sell is subject to satisfaction of certain conditions and customary closing conditions.
- Regulatory Compliance: Sales are subject to applicable state and federal laws and Nasdaq Global Market rules.
- Costs: The company must pay a commission of up to 3.0% and reimburse the Sales Agent for certain specified expenses.
- Legal Disclaimer: This report does not constitute an offer to sell or a solicitation of an offer to buy in jurisdictions where such offer would be unlawful.
Investor Verification Checklist
- Verify the effectiveness of the Registration Statement on Form F-3 (File No. 333-252334) filed on January 22, 2021.
- Review the full text of the Sales Agreement (Exhibit 10.1) for specific termination rights and indemnification details.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.
- Confirm the current number of outstanding ordinary shares to assess potential dilution from future ADS sales.