Foresight Receives Nasdaq Notification Regarding Minimum Bid Requirements

Rhea-AI Summary

Foresight Autonomous Holdings (FRSX) has received a notification from Nasdaq on March 24, 2025, indicating non-compliance with the minimum bid price requirement, as its ADS closing price remained below $1.00 for 30 consecutive business days.

The company has been granted a 180-day compliance period until September 22, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days. If unsuccessful, FRSX may qualify for an additional 180-day period, provided it meets other Nasdaq listing requirements.

During this period, Foresight's ADSs will continue trading on the Nasdaq Capital Market while the company monitors the situation and considers options to address the deficiency.

Positive

• 180-day grace period granted to regain compliance
• Possibility of additional 180-day extension if other listing requirements are met
• Trading continues unaffected during compliance period

Negative

• Stock price has fallen below $1.00, triggering Nasdaq minimum bid price compliance issues
• Risk of potential delisting from Nasdaq if compliance is not achieved
• Company needs to implement measures to boost share price within timeframe

Insights

Financial Analyst

Foresight's Nasdaq non-compliance notification represents a significant concern for investors. The company's ADSs have traded below the $1.00 minimum requirement for 30 consecutive trading days, triggering this regulatory action. With the current share price at $0.66, Foresight needs a 51% price appreciation to regain compliance - a substantial hurdle for a company with just $10.5 million market capitalization.

The 180-day compliance period until September 22, 2025, provides some runway, but companies in this position typically need to implement proactive measures rather than simply "monitoring" the situation. The most common remedy is a reverse stock split, which artificially increases share price without changing underlying fundamentals. Notably, Foresight has not announced any specific strategy to address this deficiency.

This notification's timing is particularly troubling as it comes immediately after the company's annual report filing on March 24. For a technology company developing 3D perception systems for automotive and defense applications, maintaining Nasdaq listing is crucial for credibility with potential partners and preserving access to capital markets. The continued listing uncertainty will likely create additional selling pressure, potentially exacerbating the share price challenges.

Capital Markets Expert

Companies receiving minimum bid price notifications often enter a challenging cycle that's difficult to break. While Foresight's ADSs will continue trading normally during the compliance period, these notifications typically trigger additional institutional selling from funds with minimum price requirements in their investment mandates.

The potential secondary 180-day extension, while providing additional time, comes with stricter requirements including meeting all other Nasdaq listing standards except the bid price. This creates a prolonged period of uncertainty that can hamper strategic planning and operational focus.

If ultimately delisted, Foresight would likely move to OTC Markets, resulting in:

• Substantially reduced trading liquidity
• Diminished or eliminated analyst coverage
• Restricted access to capital markets for future funding
• Removal from certain market indices and ETFs

The company's tiny $10.5 million market cap already suggests minimal institutional ownership. Should Foresight opt for a reverse split to cure the deficiency, historical patterns show such actions are often followed by renewed price declines as they address the symptom rather than the underlying cause of market disinterest. The lack of a specific compliance strategy in their announcement further compounds investor uncertainty.

Ness Ziona, Israel, March 28, 2025 (GLOBE NEWSWIRE) -- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, announced today that on March 24, 2025, the Company received a written notice (the “Notice”) from the Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its American Depositary Shares (“ADSs”) was below $1.00 per share for the last 30 consecutive business days. 

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180-calendar day compliance period, or until September 22, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s ADSs must meet or exceed $1.00 per share for at least 10 consecutive business days during the 180-calendar day compliance period.

If the Company is not in compliance by September 22, 2025, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq with the exception of the minimum bid price requirement and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s ADSs will be subject to delisting.

The Company intends to monitor the closing bid price of its ADSs between now and September 22, 2025, and intends to consider available options to cure the deficiency and regain compliance with the minimum bid price requirement within the compliance period. The Company’s ADSs will continue to be listed and trade on the Nasdaq Capital Market during this period, unaffected by the receipt of the written notice from Nasdaq.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

 About Foresight

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing advanced three-dimensional (3D) perception and cellular-based applications. Through the Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.

Foresight’s 3D perception systems include modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous driving, agriculture, heavy industrial equipment and unmanned aerial vehicles (UAVs).

Eye-Net Mobile develops next-generation vehicle-to-everything (V2X) collision prevention solutions and smart automotive systems to enhance road safety and situational awareness for all road users in the urban mobility environment. By leveraging cutting-edge artificial intelligence (AI) technology, advanced analytics, and existing cellular networks, Eye-Net’s innovative solution suite delivers real-time pre-collision alerts to all road users using smartphones and other smart devices within vehicles.

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on X, or join Foresight Automotive on LinkedIn.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities and Israeli securities laws. Statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, we are using forward-looking statements when we are discussing regaining compliance with Nasdaq’s continued listing requirements, and the timing and effect thereof. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” are intended to identify forward-looking statements. Because such statements deal with future events and are based on Foresight’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on March 24, 2025, which is available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Relations Contact: 
Miri Segal-Scharia 
CEO 
MS-IR LLC 
msegal@ms-ir.com 
917-607-8654 

FAQ

What is the deadline for Foresight (FRSX) to regain Nasdaq compliance?

Foresight has until September 22, 2025 to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days.

What happens if FRSX fails to meet Nasdaq's minimum bid requirement by September 2025?

FRSX may receive an additional 180-day compliance period if it meets other Nasdaq listing requirements. If compliance isn't achieved after extensions, the stock will face delisting.

Will FRSX continue trading on Nasdaq during the compliance period?

Yes, Foresight's ADSs will continue trading on the Nasdaq Capital Market during the compliance period, unaffected by the notification.

What is the minimum share price FRSX needs to maintain for Nasdaq compliance?

FRSX needs to maintain a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.