VisionWave (Nasdaq: VWAV) to acquire 52% of Foresight (FRSX)
Rhea-AI Filing Summary
Foresight Autonomous Holdings entered a definitive securities exchange agreement with VisionWave Holdings for a two‑stage, share‑for‑share strategic investment. VisionWave will acquire 46% of Foresight’s ordinary shares in Stage 1 in exchange for VisionWave common stock valued at approximately $15.48 million.
Upon commencement of a binding commercial pilot using the integrated perception platform, Stage 2 would add a further 6% stake for VisionWave stock valued at about $2.02 million, bringing VisionWave to 52% ownership. The deal implies an aggregate $17.5 million consideration and a post‑investment valuation of roughly $34 million for Foresight.
The agreement includes a protection mechanism designed to preserve 65% of the economic value of the VisionWave shares issued for two years after each closing, registration rights for resale of those shares, VisionWave board designation rights, and a requirement that Foresight devote at least 50% of any cash proceeds from VisionWave share sales to developing and commercializing the integrated perception platform.
Positive
- None.
Negative
- None.
Insights
Foresight trades control for strategic stock-based funding and product integration.
Foresight agreed to a two‑stage equity exchange giving VisionWave a 52% controlling stake in return for VisionWave shares valued at up to $17.5 million, implying a roughly $34 million post‑investment valuation for Foresight and formalizing a product integration strategy.
The stock consideration, 65% value‑preservation mechanism over two years, and registration rights shape how much liquidity and capital Foresight can ultimately realize. A key dependency is the commercial milestone for Stage 2, defined as a binding pilot project using the integrated perception platform with a commercial, defense or security client.
Governance will shift as VisionWave gains up to three board seats, while both companies remain separately listed. At least 50% of any cash raised from selling VisionWave shares must fund development, commercialization and operation of the integrated platform, so subsequent disclosures on pilot progress and closing of each stage will be important for understanding execution of this strategy.
Key Figures
Key Terms
securities exchange agreement financial
strategic investment financial
registration statement regulatory
Regulation D regulatory
pilot project financial
post investment valuation financial
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 2026
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 ☐
CONTENTS
VisionWave Agreement
As previously disclosed, on April 19, 2026, Foresight Autonomous Holdings Ltd. (the “Company”) and VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” and together with the Company, the “Parties”) entered into a non-binding letter of intent, which summarized the principal terms of a proposed strategic transaction. On June 3, 2026, the Parties entered into securities exchange agreement (the “Agreement”) for strategic investment in the Company by VisionWave and leveraging the synergies between the Parties by integrating the Company’s camera-based perception systems into VisionWave’s defense and commercial autonomous products. The transactions contemplated by the Agreement (collectively, the “Transaction”) are intended to be implemented in two stages (each, a “Stage”), with each Stage subject to the satisfaction (or waiver) of the applicable conditions set forth therein.
Pursuant to Stage 1 of the Transaction, VisionWave will acquire 46% of the Company’s issued and outstanding ordinary shares in exchange for shares of VisionWave’s common stock valued at approximately $15.48 million (based on a 5-day volume-weighted average price of VisionWave shares preceding closing). In Stage 2 of the Transaction, VisionWave will acquire an additional 6% of the Company’s share capital (calculated as of the Stage 1 closing), and the Company will receive VisionWave common stock valued at approximately $2.02 million (based on a 5-day volume-weighted average price of VisionWave shares preceding Stage 2 closing). Stage 2 of the Transaction is subject to meeting a milestone, which is defined as the commencement of a pilot project in the commercial, defense and/or security sector with a commercial client, utilizing the integrated perception platform capabilities, as evidenced by a binding agreement with such customer and the execution of project activities.
Upon completion of Stage 2, VisionWave shall beneficially own 52% of the Company’s issued and outstanding ordinary shares as of the date of Stage 1 closing, in exchange for shares of VisionWave’s common stock with an aggregate value of $17,500,000 (as of the dates of issuance thereof). In addition, the Agreement provides for a protection mechanism with respect to the VisionWave shares issued to the Company, intended to preserve 65% of their economic value (i.e., approximately $10.05 million for Stage 1 and approximately $1.31 million for Stage 2) for a period of two years from each respective closing. Within forty five days following each closing date, VisionWave has agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (or, if eligible, Form S-3) or such other appropriate form (the “Registration Statement”) covering the resale of such VisionWave common stock by the Company.
Following the closing of Stage 1 of the Transaction, VisionWave will have the right to designate two individuals, and following the closing of Stage 2, one additional individual (for a potential total of three designees), to serve on the Company’s board of directors, subject to shareholder approval. The Parties also agreed to use commercially reasonable efforts to preserve the service of the members of the Company’s current executive management team for a period of two years following the closing of Stage 1 of the Transaction. The Company is required to use at least 50% of any cash proceeds generated from the sale of any shares of VisionWave common stock for the development, commercialization, and operation of the integrated perception platform to ensure alignment with the Transaction’s strategic purpose.
The securities described above were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
The foregoing description of the Agreement does not purport to be complete and are qualified in its entirety by the terms of the Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Press Release
On June 8, 2026, the Company issued a press release titled “Foresight Secures $17.5 Million Strategic Investment from VisionWave at a $34 Million Valuation Post Investment to Advance AI Perception Capabilities for Defense and Security,” a copy of which is furnished as Exhibit 99.1 with this Form 6-K.
Forward-Looking Statements
This Report of Foreign Private Issuer on Form 6-K (this “Report”) contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking statements when it discusses the expected closings of the Transactions and the timing thereof and the anticipated use of proceeds. All statements other than statements of historical facts included in this Form 6-K are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control, including risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with the SEC on March 25, 2026. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
This Report is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-292104, 333-276709 and 333-286221) and Form S-8 (Registration Nos. 333-293074, 333-229716, 333-239474, 333-268653 and 333-280778), filed with the SEC, 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 | |
| 10.1 | Securities Exchange Agreement, dated June 3, 2026, by and between Foresight Autonomous Holdings Ltd. and VisionWave Holdings, Inc. | |
| 99.1 | Press release issued by Foresight Autonomous Holdings Ltd. on June 8, 2026, titled “Foresight Secures $17.5 Million Strategic Investment from VisionWave at a $34 Million Valuation Post Investment to Advance AI Perception Capabilities for Defense and Security.” |
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 8, 2026 | By: | /s/ Eli Yoresh |
| Name: | Eli Yoresh | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Foresight Secures $17.5 Million Strategic Investment from VisionWave at a $34 Million Valuation Post Investment to Advance AI Perception Capabilities for Defense and Security
The collaboration with VisionWave aims to deliver intelligent, real-time perception solutions for defense and security, with focus on counter-UAS and tactical unmanned systems
NESS ZIONA, Israel, June 8, 2026- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, announced that it has entered into a definitive agreement with VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave”), a defense and advanced sensing technology company, for a strategic equity investment of up to $17.5 million, payable in shares of VisionWave’s common stock, reflecting a post investment valuation of approximately $34 million, for Foresight.
The investment is intended to enhance Foresight’s perception technologies with advanced artificial intelligence (“AI”) capabilities, further strengthening its position in the defense and security As part of the collaboration.
Through this collaboration, Foresight’s high-resolution visible light, infra-red, and neuromorphic sensor technologies will be integrated with VisionWave’s AI and radio frequency (“RF”) based perception systems. The combination is expected to create more intelligent, real-time perception solutions for defense and security applications, including counter-unmanned aircraft systems, tactical unmanned systems, border protection, and critical infrastructure monitoring.
Beyond the capital investment, the collaboration provides Foresight with a strategic opportunity to accelerate the development, commercialization, and deployment of AI-enhanced perception platforms. Through a phased transaction, VisionWave is expected to acquire a controlling interest in Foresight and will be represented on the Company’s Board of Directors, all subject to Foresight’s shareholder approval.
Haim Siboni, Chief Executive Officer of Foresight, stated: “This strategic investment from VisionWave represents an important opportunity to combine our proven perception expertise with advanced AI technologies. We believe that it positions Foresight to offer more sophisticated, AI-driven solutions for the growing defense and security markets, where real-time intelligent perception is increasingly critical.”
Under the terms of the strategic investment, VisionWave will acquire a controlling 52% stake in Foresight through a two-stage transaction. In Stage 1, VisionWave will receive 46% of Foresight’s issued and outstanding ordinary shares in exchange for VisionWave common stock with an aggregate value of approximately $15.5 million. Upon achievement of a defined commercial milestone, the commencement of a binding pilot project utilizing the integrated Perception Platform, VisionWave will receive an additional 6% stake in exchange for additional VisionWave shares valued at approximately $2 million. VisionWave will also have the right to appoint two directors to Foresight’s board of directors upon stage 1 closing and one additional director upon stage 2 closing. Both companies will continue to operate as independent, publicly traded entities.
The transaction remains subject to receipt of all required regulatory, stock-exchange and shareholder approvals, and other customary closing conditions.
About VisionWave Holdings Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.
About Foresight
Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing advanced three-dimensional (3D) perception systems and cellular-based applications. Through its 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 urban mobility environments. 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 via 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 laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight is using forward-looking statements in this press release when it discusses the benefits and advantages of the investment and collaboration, the benefits and advantages of Foresight’s technologies and solutions, the expected stages of the transaction, the Company’s belief that the investment positions it to offer more sophisticated, AI-driven solutions for the growing defense and security markets and meeting the various closing conditions, including the receipt of shareholder approval. 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.
These forward-looking statements are made solely by Foresight and do not constitute statements or projections of VisionWave Holdings, Inc. VisionWave makes no representations or warranties regarding the accuracy or completeness of any information contained herein and disclaims any responsibility for this press release. VisionWave undertakes no obligation to update or revise any information contained in this press release.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Foresight’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Foresight is not responsible for the content of third party websites.
Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com