Foresight (NASDAQ: FRSX) consolidates ADSs with new 1-for-3 exchange ratio
Rhea-AI Filing Summary
Foresight Autonomous Holdings Ltd. plans to change the ratio of its American Depositary Shares (ADSs) so that one ADS will represent ninety Ordinary Shares instead of thirty. This ADS Ratio Change is expected to take effect on February 26, 2026 for trading on Nasdaq.
On the effective date, every three existing ADSs will automatically be exchanged for one new ADS, with no change to the underlying Ordinary Shares or any holder’s percentage ownership or voting power. Fractional ADS entitlements will be aggregated and sold by the Depositary Bank, and net cash will be distributed to affected ADS holders.
The company expects the ADS trading price to increase proportionally following the 1-for-3 ADS exchange and believes this change will help it maintain compliance with Nasdaq listing requirements, though it provides no assurance this objective will be achieved.
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Insights
Foresight consolidates ADSs 3-for-1 to support Nasdaq compliance.
Foresight Autonomous is changing its ADS ratio from 1:30 to 1:90, effectively consolidating every three existing ADSs into one new ADS. The underlying Ordinary Shares, ownership percentages, and voting power remain unchanged, so this is a capital-markets action rather than an operating change.
The company states that the ADS price is expected to rise proportionally after the ratio change and that it believes this will help maintain compliance with Nasdaq listing requirements. This aligns with typical use of ADS ratio changes to address minimum bid-price rules, though the company explicitly gives no assurance that this goal will be achieved.
Investors affected will see automatic exchanges in DRS and DTC accounts, while holders of certificated ADSs must surrender them to the Depositary Bank. Subsequent SEC filings, including the post-effective amendment to the Form F-6, will formalize the updated ADS terms as of
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: February 2026 (Report No. 2)
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
Attached hereto and incorporated herein is Foresight Autonomous Holdings Ltd.’s (the “Registrant”) press release issued on February 20, 2026, titled “Foresight Announced ADS Ratio Change.” A copy of the press release is furnished herewith as Exhibit 99.1.
This Report is incorporated by reference into the Registrant’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 Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | Description | |
| 99.1 | Press release issued by Foresight Autonomous Holdings Ltd. on February 20, 2026, titled “Foresight Announced ADS Ratio Change.” |
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: | February 20, 2026 | By: | /s/ Eli Yoresh |
| Name: | Eli Yoresh | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Foresight Announced ADS Ratio Change
Ness Ziona, Israel – February 20, 2026 - Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in automotive vision systems, today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) to its Ordinary Shares (the “ADS Ratio”), no par value per share, from the current ADS Ratio of one (1) ADS to thirty (30) Ordinary Shares, to a new ADS Ratio of one (1) ADS to ninety (90) Ordinary Shares (the “ADS Ratio Change”). The Company anticipates that the ADS Ratio Change will be effective February 26, 2026.
There will be no change to the Company’s Ordinary Shares. The effect of the ADS Ratio Change on the ADS trading price on the Nasdaq Capital Market is expected to take place at the open of trading on February 26, 2026 (U.S. Eastern Time). Effective February 26, 2026, ADS holders of record in certified form will be required on a mandatory basis to surrender their ADSs to the depositary bank for the Company’s ADS program, The Bank of New York Mellon (the “Depositary Bank”), for cancellation and will receive one (1) new ADS in exchange for every three (3) existing ADSs then held in connection with the ADS Ratio Change, with further details to be provided in the notice by the Depositary Bank. Holders of uncertificated ADSs in the Direct Registration System (DRS) and in The Depository Trust Company (DTC) will have their ADSs automatically exchanged and need not take any action. The exchange of every three (3) then-held (existing) ADSs for one (1) new ADS will occur automatically, at the effective date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary Bank.
As of the effective date for the ADS Ratio Change, the Company’s ADSs will continue to be traded on the Nasdaq under the symbol “FRSX” with a new CUSIP Number. The Company will file a post-effective amendment to its registration statement on Form F-6 with the United States Securities and Exchange Commission to reflect the ADS Ratio Change.
The ADS Ratio Change will not impact any shareholder’s percentage ownership of the Company or voting power. No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.
As a result of the change in the ADS Ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than the ADS price on a proportionate basis. The Company believes that the change in the ADS Ratio will help the Company to maintain compliance with Nasdaq listing requirements. However, the Company can give no assurance that this goal will be achieved.
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 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 plan to implement ADS Ratio Change and the implications thereof including the potential increase of its ADS price as a result of the ADS Ratio Change, the timing thereof and the Company’s belief that the ADS Ratio Change will help to maintain compliance with Nasdaq listing requirements. 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
FAQ
What ADS ratio change did Foresight Autonomous (FRSX) announce?
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How will Foresight Autonomous’ ADS exchange work for FRSX holders?
Does the Foresight ADS ratio change affect shareholder ownership or voting power?
Why is Foresight Autonomous changing its ADS ratio on Nasdaq?
What happens to fractional ADS entitlements from Foresight’s ratio change?
Filing Exhibits & Attachments
2 documentsPress Releases
