Foresight: Eye-Net Receives $3 Million Investment Reflecting $55 Million Valuation

Rhea-AI Summary

Foresight (NASDAQ/TASE: FRSX) and its majority-owned subsidiary Eye-Net closed a financing that values Eye-Net at a $55 million pre-money valuation and raised $3 million gross via sale of approximately 5.17% of Eye-Net ordinary shares on Dec 4, 2025. Investors received antidilution protections with a $30 million floor. Foresight will issue warrants: Series A (exercise mechanics tied to 5-day VWAP, stated exercise price $0.02 per ADS, cap 1,714,286 ADSs) and Series C (up to 1,036,866 ADSs at $2.7125, exercisable until Nov 30, 2027). Foresight repriced Series B warrants to $2.7125 per ADS. Eye-Net plans to use proceeds for working capital.

Positive

• $3.0M gross proceeds raised for Eye-Net
• Eye-Net valued at a $55M pre-money
• Investors acquired ~5.17% of Eye-Net ordinary shares
• Investors granted antidilution protection with $30M floor
• Foresight to file resale registration covering ADS issuances

Negative

• Series B warrants repriced from $6.0375 to $2.7125 per ADS
• Series A warrants state an exercise price of $0.02 per ADS
• Potential issuance of up to 1,714,286 Series A ADSs and 1,036,866 Series C ADSs

News Market Reaction

-15.53% 557.9x vol

36 alerts

-15.53% News Effect

+19.7% Peak Tracked

-28.2% Trough Tracked

-$1M Valuation Impact

$7M Market Cap

557.9x Rel. Volume

On the day this news was published, FRSX declined 15.53%, reflecting a significant negative market reaction. Argus tracked a peak move of +19.7% during that session. Argus tracked a trough of -28.2% from its starting point during tracking. Our momentum scanner triggered 36 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $1M from the company's valuation, bringing the market cap to $7M at that time. Trading volume was exceptionally heavy at 557.9x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Eye-Net pre-money valuation: $55 million Investment proceeds: $3 million Stake sold: 5.17% +5 more

8 metrics

Eye-Net pre-money valuation $55 million Valuation for Eye-Net investment round

Investment proceeds $3 million Gross proceeds before fees for Eye-Net investment

Stake sold 5.17% Approximate Eye-Net ordinary shares sold to investors

Antidilution floor valuation $30 million Floor valuation for down-round antidilution protection

Series A warrant cap 1,714,286 ADSs Maximum ADSs issuable upon Series A warrant exercise

Series C warrants 1,036,866 ADSs ADSs purchasable via Series C warrants

Series C exercise price $2.7125 per ADS Exercise price for Series C warrants

Series B old exercise price $6.0375 per ADS Original Series B warrant exercise price before repricing

Market Reality Check

Price: $0.9900 Vol: Volume 32,432 is far belo...

low vol

$0.9900 Last Close

Volume Volume 32,432 is far below the 20-day average of 562,793, indicating limited pre-news trading activity. low

Technical Shares trade below the 200-day MA, with price at 1.87 versus MA 3.30, reflecting a weak longer-term trend.

Peers on Argus

Among key peers, moves were mixed: CREV -4.17%, REE +4.17%, WKSP -5.23%, GTEC -6...

1 Down

Among key peers, moves were mixed: CREV -4.17%, REE +4.17%, WKSP -5.23%, GTEC -6.42%, WPRT +3.75%. One peer (CREV) appeared in momentum scans to the downside, suggesting stock-specific dynamics rather than a uniform sector move around this news.

Historical Context

5 past events · Latest: Dec 04 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Subsidiary financing	Neutral	-15.5%	Eye-Net $3M financing at $55M valuation plus new and repriced warrants.
Nov 20	Trial launch	Positive	-2.2%	Eye-Net began large-scale collision-prevention trial in Bordeaux with partners.
Nov 10	Strategic partnership	Positive	-0.5%	Commercial cooperation with Chinese AI stereo-vision maker for ADAS aftermarket.
Sep 10	Nasdaq compliance	Positive	-0.4%	Regained Nasdaq minimum bid price compliance after 10 days above $1.00.
Sep 02	Technology collaboration	Positive	-2.5%	Thermal camera collaboration to develop cost-effective stereoscopic cameras.

Pattern Detected

Recent positive operational and partnership updates were followed by modest to sharp share price declines, suggesting a pattern where news strength did not translate into short-term price gains.

Recent Company History

Over the last six months, Foresight reported several developments, including strategic collaborations, a large-scale public transportation safety trial, and regaining Nasdaq minimum bid price compliance. Operationally oriented news on Sep 2, Sep 10, Nov 10, and Nov 20 was followed by small negative price reactions, while the Eye-Net financing on Dec 4 with a $55 million pre-money valuation and $3 million raise coincided with a larger -15.53% move, highlighting sensitivity to financing structures.

Market Pulse Summary

The stock dropped -15.5% in the session following this news. A negative reaction despite the Eye-Net...

Analysis

The stock dropped -15.5% in the session following this news. A negative reaction despite the Eye-Net financing fits a pattern where prior positive announcements preceded declines, such as the -15.53% move after this deal. The structure includes new warrants and repricing of Series B from $6.0375 to $2.7125 per ADS, alongside caps like 1,714,286 Series A ADSs, which can raise dilution concerns. With shares already 89.84% below the 52-week high, further weakness would have underscored market focus on capital structure.

Key Terms

antidilution protections, down round, american depositary shares, vwap, +3 more

7 terms

antidilution protections financial

"Eye-Net granted the investors certain antidilution protections in the event of a down round"

Antidilution protections are features in investment agreements that help protect investors from losing value if a company issues new shares at a lower price than what the investors originally paid. Think of it like a safeguard that ensures investors' ownership stake and value are not unfairly reduced when the company raises more money at a lower valuation. This helps investors maintain the worth of their investment even if the company's value decreases later on.

down round financial

"antidilution protections in the event of a down round effectuated within a year"

A down round is a funding event where a company raises new investment at a lower valuation than in previous funding rounds. This means investors are paying less for each share than before, which can signal that the company's value has decreased or faces more challenges. For investors, a down round can affect the value of their holdings and may indicate increased risks.

american depositary shares financial

"issue warrants to purchase American Depositary Shares (“ADSs”), each representing 30 ordinary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

vwap financial

"97% of the lowest VWAP (as defined in Series A Warrants) of the ADSs"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

resale registration statement regulatory

"Foresight will file a resale registration statement with the Securities and Exchange Commission"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

regulation d regulatory

"Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

regulation s regulatory

"Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

Ness Ziona, Israel, Dec. 04, 2025 (GLOBE NEWSWIRE) -- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, announced that it and its majority-owned subsidiary, Eye-Net Mobile Ltd. (“Eye-Net”), have entered into definitive agreements with institutional investors (the “Investors”) for an investment in Eye-Net, based on an Eye-Net pre-money valuation of $55 million. The gross proceeds of the investment amounted to $3 million, before deducting finders’ fees and other estimated offering expenses.

The investment was executed through the direct purchase of approx. 5.17% of Eye-Net’s ordinary shares. Eye-Net granted the investors certain antidilution protections in the event of a down round effectuated within a year of the closing of their investment, subject to a floor valuation of $30 million.

In addition, Foresight agreed to issue warrants to purchase American Depositary Shares (“ADSs”), each representing 30 ordinary shares of Foresight, as follows: (i) Series A Warrants to purchase ADSs at an exercise price of $0.02 per ADS, exercisable until 120 days from the date on which the Registration Statement (as defined below) becomes effective, for a number of ADSs equal to the quotient of (A) the investment amount paid by each investor divided by (B) 97% of the lowest VWAP (as defined in Series A Warrants) of the ADSs on the Nasdaq Capital Market (“Nasdaq”) during the five trading days preceding the exercise date, which in no event shall be less than $1.40; provided that in no event shall the aggregate number of ADSs issuable upon exercise of the Series A Warrants exceed 1,714,286 ADSs, and (ii) Series C Warrants to purchase up to 1,036,866 ADSs at an exercise price of $2.7125 per ADS, exercisable until November 30, 2027. In addition, the Company agreed to reprice the exercise price of Series B Warrants, issued to two of the Investors on March 11, 2025, from $6.0375 per ADS to $2.7125 per ADS.

The Series A Warrants and Series C Warrants will not be listed for trade; however, Foresight will file a resale registration statement with the Securities and Exchange Commission to cover the resale of the ADSs issuable upon the exercise of the Series A Warrants and Series C Warrants (“Registration Statement”).

Eye-Net intends to use the net proceeds of this offering for working capital and other general corporate purposes.

The securities described above were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S. 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Eye-Net 

Eye-Net develops next-generation 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 Eye-Net, please visit www.eyenet-mobile.com, or follow the Company’s LinkedIn page, Eye-Net Mobile; X (formerly Twitter), @EyeNetMobile1; and Instagram channel, Eyenetmobile1, the contents of which are not incorporated into this press release.

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 controlled 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).

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on X (formerly Twitter), 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 expected closing of the offering and the anticipated use of proceeds. 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, including those discussed under the heading “Risk Factors” in Foresight’s annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 24, 2025, 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 contents of third-party websites.

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

FAQ

What did Foresight (FRSX) announce about Eye-Net financing on December 4, 2025?

Foresight announced a $3M investment in Eye-Net at a $55M pre-money valuation, representing ~5.17% of Eye-Net ordinary shares.

How will Foresight’s warrants from the Eye-Net deal affect shareholders of FRSX?

The deal includes Series A and Series C warrants exercisable into ADSs and a repriced Series B, which could result in future ADS issuance and dilution if exercised.

What are the key terms of the Series C warrants in the Foresight (FRSX) financing?

Series C warrants allow purchase of up to 1,036,866 ADSs at an exercise price of $2.7125 per ADS, exercisable until Nov 30, 2027.

Does Eye-Net have downside protection after the December 4, 2025 investment?

Yes; investors received antidilution protections applicable to a down round within one year, subject to a $30M valuation floor.

How does Foresight plan to handle resale of ADSs issuable on warrant exercise?

Foresight said it will file a resale registration statement with the SEC to cover ADSs issuable upon exercise of Series A and Series C warrants.