Foresight Autonomous Holdings Ltd. — Proxy Solicitation & Information Statement 2023

Jun 20, 2023

6-K 1 form6-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: June 2023 (Report No. 3)

Commission file number: 001-38094

FORESIGHT AUTONOMOUS HOLDINGS LTD.

(Translation of registrant’s name into English)

7 Golda Meir

Ness Ziona 7403650 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

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CONTENTS

Explanatory Note

The proxy materials furnished in this Report on Form 6-K have been amended and restated from the proxy materials furnished by the Registrant on June 9, 2023 in order to amend the record date and the date of the meeting, as well as to include new agenda items relating to Proposal Number 6 relating to amending terms of outstanding options to certain individuals.

Annual and Extraordinary General Meeting of Shareholders

Attached hereto and incorporated by reference herein is the Amended and Restated Notice of Meeting, Amended and Restated Proxy Statement and Proxy Card for the Annual and Extraordinary General Meeting of Shareholders of Foresight Autonomous Holdings Ltd. (the “ Company ”) to be held on Thursday, July 27, 2023 (the “ Meeting ”).

Only shareholders of record who hold ordinary shares, no par value (the “ Ordinary Shares ”), or American Depositary Shares representing Ordinary Shares, of the Company at the close of business on June 22, 2023, will be entitled to vote at the Meeting and any postponement or adjournments thereof.

This Report on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-252334) and Form S-8 (Registration No. 333-229716, 333-239474 and 333-268653), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Amended and Restated Notice of Meeting, Proxy Statement and Proxy Card for the Annual and Extraordinary General Meeting of Shareholders to be held on July 27, 2023. |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | Foresight
Autonomous Holdings Ltd. | |
| --- | --- | --- |
| | (Registrant) | |
| Date:
June 20, 2023 | By: | /s/
Eli Yoresh |
| | Name: | Eli
Yoresh |
| | Title: | Chief
Financial Officer |

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