Foresight to Strengthen Intelligence for Defense Autonomous Systems Through Collaboration

Foresight (Nasdaq/TASE: FRSX) signed a non-binding term sheet with VisionWave (Nasdaq: VWAV) to integrate Foresight’s visible/IR and neuromorphic sensors into VisionWave’s defense and autonomous platforms.

Rhea-AI Summary

Foresight (Nasdaq/TASE: FRSX) signed a non-binding term sheet with VisionWave (Nasdaq: VWAV) to integrate Foresight’s visible/IR and neuromorphic sensors into VisionWave’s defense and autonomous platforms. VisionWave may acquire 45%–51% of Foresight for approximately $17.5 million in VisionWave stock in staged closings. The deal contemplates initial two board seats for VisionWave, definitive agreements within 30 days of the April 19, 2026 term sheet, and closing subject to due diligence, regulatory, exchange and shareholder approvals including Nasdaq requirements.

Positive

• $17.5M strategic investment agreed in exchange for equity
• Potential 45%–51% equity purchase signals major partner alignment
• Planned integration of visible/IR + neuromorphic sensors into multiple platforms
• VisionWave to gain initially two board seats for governance input
• Targeted defense products include UAVs, UGVs, counter-UAS and perimeter security

Negative

• Transaction is a non-binding term sheet, not a completed deal
• Closing requires due diligence and regulatory and Nasdaq approvals
• Equity sale up to 51% could significantly dilute existing ownership
• Considerable execution risk: staged closings and definitive agreements pending

Argus May 5 session

-0.98% close to close 0.7x rel. volume Open Argus

Details

News Market Reaction – FRSX

On May 5, the day this news came out, FRSX closed 0.98% below the previous close.

Data tracked by StockTitan Argus for the May 5 session.

Key Figures

Strategic investment size: $17.5 million Ownership acquired (max): 51% Ownership acquired (min): 45% +5 more

Strategic investment size

$17.5 million

VisionWave common stock consideration for Foresight stake

Ownership acquired (max)

51%

Maximum of Foresight outstanding shares to be acquired by VisionWave

Ownership acquired (min)

45%

Minimum of Foresight outstanding shares to be acquired by VisionWave

Pricing mechanism

5-day VWAP

VisionWave share price basis for consideration

Initial board seats

2 seats

VisionWave board representation on Foresight’s board

Potential extra seat

1 seat

Additional potential VisionWave representation on Foresight’s board

Definitive agreement timeline

30 days

Expected period from April 19, 2026 term sheet signing

Current share price

$2.04

Pre‑news close vs 52-week range $1.94–$15.96

Historical Context

5 past events · Latest: Apr 29

5 events

1. Apr 29

   Smart mobility LOI

   24h Move

   +3.5%

   LOI for large-scale V2X pilot in Manila with at least 8,000 users.

2. Apr 24

   Auto POC deal

   24h Move

   -5.9%

   POC agreement with leading European car maker for stereo vision AI.

3. Apr 20

   Strategic investment term sheet

   24h Move

   -1.2%

   Up to $17.5M VisionWave investment and shift toward defense focus.

4. Mar 26

   Earnings update

   24h Move

   +1.2%

   Q4 and 2025 results with lower revenue, grants, cash and ongoing losses.

5. Mar 13

   V2X trial results

   24h Move

   -25.4%

   Successful large-scale V2X transit trial in France with commercialization talks.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

uav, ugv, uas, volume weighted average price

4 terms

uav technical

"UAV Systems - Heavy-lift electric vertical takeoff and landing aircrafts, fixed-wing endurance unmanned aerial vehicles"

An unmanned aerial vehicle (UAV) is an aircraft that flies without a pilot on board, controlled remotely or by onboard software like a self-driving car. Investors care because UAVs are used across industries—delivery, agriculture, inspection, mapping, and defense—so demand, regulation, or technological advances can quickly affect revenue and costs for companies that make, operate, or rely on them. Think of a UAV as a robotic helper in the sky whose growing use can change market opportunities and risks.

ugv technical

"Varan Unmanned Ground Vehicle (UGV) - Modular off-road class UGV for transport"

An UGV, or unmanned ground vehicle, is a land-based robotic vehicle that operates without a person on board, either remotely controlled or driving itself using sensors and software. Investors watch UGVs because they signal opportunities and risks in industries like defense, logistics, and agriculture — similar to how self-driving cars reshaped auto markets — affecting sales potential, regulatory approval, and operational costs for companies involved.

uas technical

"Tactical UAS - Sovereign-grade tactical UAVs for short-to-medium range target acquisition"

UAS stands for Unmanned Aircraft System, the complete setup that lets a remotely piloted aircraft (commonly called a drone) fly safely — including the aircraft itself, the ground controller, communications links and supporting equipment. Investors watch UAS because rules, technology and demand for tasks like surveying, delivery or aerial inspection directly affect companies’ sales and regulatory costs; think of it as a vehicle plus its keys, radio and support crew that together determine whether it can operate profitably.

volume weighted average price financial

"in exchange for approximately $17.5 million in VisionWave common stock (subject to a five-day volume weighted average price pricing mechanism)"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Company signed term sheet for strategic investment and technology synergy with VisionWave

NESS ZIONA, Israel, May 05, 2026 (GLOBE NEWSWIRE) -- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, announced that it has strengthened its product proposition for the defense, homeland security and commercial infrastructure markets through a non-binding term sheet for strategic investment and technology integration with VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave”).

The collaboration intends to integrate Foresight’s high-resolution visible light/infra-red and neuromorphic event-based sensor suite delivering ultra-low-latency detection in fast, dynamic, or low-light conditions for tactical and autonomous use cases into VisionWave’s multi-layered defense, homeland security and for next-generation defense and commercial autonomous products:

• UAV Systems - Heavy-lift electric vertical takeoff and landing aircrafts, fixed-wing endurance unmanned aerial vehicles (UAV), and first-person view (FPV) strike platforms, built on advanced compounded materials-composite airframes for extended logistics, and resupply across contested environments.
• Varan Unmanned Ground Vehicle (UGV) - Modular off-road class UGV for transport and air-launched drone deployment, with autonomous convoy support and adaptive terrain response.
• Tactical UAS - Sovereign-grade tactical UAVs for short-to-medium range target acquisition, and precision tactical effects. Hand-launchable, rapidly deployable, fielded for government-to-government programs.
• Counter UAS - Fully autonomous interceptor drones and integrated detect-track-defeat systems against hostile UAS, FPVs, and loitering munitions across the full threat spectrum.
  
  

The one stack solution delivers faster, more accurate detection-to-action capabilities for counter-UAV, UGVs, robotics, perimeter security, and critical infrastructure protection.

Pursuant to the term sheet, VisionWave will acquire up to 51% (not less than 45%) of Foresight’s outstanding shares in exchange for approximately $17.5 million in VisionWave common stock (subject to a five-day volume weighted average price pricing mechanism), in staged closings. VisionWave will receive board representation on Foresight’s board (two seats initially, with potential for one additional seat). Both companies will remain independent and publicly traded. The transaction is subject to definitive agreements, expected within the next 30 days from signing of the term sheet on April 19, 2026), completion of due diligence, receipt of all required regulatory, stock exchange, and shareholder approvals (including Nasdaq requirements), 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 mission of the collaboration, the proposed terms of the non-binding term sheet and its potential closing, the benefits and advantages of Foresight’s technologies and solutions, the potential signing of the definitive agreement and meeting the various closing conditions. 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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity stake will VisionWave buy in Foresight (FRSX)?

VisionWave intends to acquire between 45% and 51% of Foresight. According to the company, the purchase is in exchange for approximately $17.5 million in VisionWave common stock and will occur in staged closings.

How much is VisionWave paying for its Foresight stake (FRSX)?

The consideration is approximately $17.5 million in VisionWave stock. According to the company, the price is subject to a five-day VWAP pricing mechanism and staged closing terms.

What products will use Foresight sensor technology after the VisionWave deal?

Foresight sensors will integrate into UAVs, UGVs, tactical UAS and counter-UAS systems. According to the company, applications include heavy-lift eVTOL, fixed-wing UAVs, modular UGVs, and autonomous interceptor drones.

Will VisionWave get board control of Foresight after the transaction?

VisionWave will receive board representation initially with two seats, and possibly one additional seat. According to the company, both firms will remain independent and publicly traded pending final agreements and approvals.

What approvals are needed for the VisionWave–Foresight transaction to close?

The transaction requires definitive agreements, due diligence, regulatory, exchange and shareholder approvals. According to the company, Nasdaq requirements and other customary closing conditions must be satisfied before closing.