VisionWave (Nasdaq: VWAV) plans $17.5M stake for up to 51% of FRSX
Rhea-AI Filing Summary
Foresight Autonomous Holdings Ltd. entered a non-binding term sheet for a strategic equity investment of up to $17.5 million from VisionWave Holdings. VisionWave would receive Foresight ordinary shares representing up to 51% (not less than 45%) of Foresight’s issued and outstanding share capital.
The deal values Foresight at a post‑investment valuation of approximately $35 million, about three times its current market value. Foresight plans to focus more on defense, military, and homeland security markets, leveraging synergies between its 3D perception and thermal vision technologies and VisionWave’s RF and defense solutions. The transaction is subject to due diligence, definitive agreements, and required approvals.
Positive
- Premium strategic capital injection: VisionWave’s planned equity investment of up to $17.5 million, at a post‑investment valuation of about $35 million (around three times Foresight’s current market value), could materially strengthen liquidity and validate the company’s technology at a significant premium.
- Defense-focused strategic partner: Aligning with VisionWave, a defense and advanced sensing technology company, and refocusing on defense, military and homeland security markets may open larger project opportunities that match Foresight’s thermal and 3D perception strengths.
Negative
- Potential control shift and dilution: VisionWave is expected to receive 45%‑51% of Foresight’s issued and outstanding share capital, implying significant dilution for existing shareholders and a likely change of control if the transaction closes.
- Execution and closing risk: The term sheet is non‑binding and closing is subject to due diligence, definitive agreements, and regulatory, stock‑exchange and shareholder approvals, so there is no assurance the transaction will be completed on the proposed terms.
Insights
Foresight lines up a premium, control-level strategic investment focused on defense.
The company signed a non-binding term sheet for a strategic equity investment of up to $17.5 million, with a minimum of $15.45 million, from VisionWave Holdings. Consideration will be VisionWave common stock, valued using a five-day average closing price before closing.
In return, VisionWave would receive Foresight ordinary shares equal to 45%-51% of issued and outstanding share capital, implying a post‑investment valuation of about $35 million, roughly three times Foresight’s current market value. This indicates a potential change of control combined with a premium strategic stake.
The term sheet also reorients Foresight toward defense, military, and homeland security markets, where its stereo and thermal vision systems may complement VisionWave’s RF and autonomy technologies. The agreement remains subject to due diligence, definitive documentation, regulatory, stock‑exchange and shareholder approvals, so execution risk remains until these conditions are met.
Key Figures
Key Terms
non-binding term sheet financial
strategic equity investment financial
post investment valuation financial
forward-looking statements regulatory
homeland security other
vehicle-to-everything (V2X) technical
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: April 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
Attached hereto and incorporated herein is Foresight Autonomous Holdings Ltd.’s (the “Registrant”) press release issued on April 20, 2026, titled “Foresight Enters into Non-Binding Term Sheet for $17.5 Million Strategic Investment at Significant Premium to Current Market Value and Focus on Defense Collaboration.” A copy of the press release is furnished herewith as Exhibit 99.1.
The first four and the sixth paragraphs of the press release are 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 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 April 20, 2026, titled “Foresight Enters into Non-Binding Term Sheet for $17.5 Million Strategic Investment at Significant Premium to Current Market Value and Focus on Defense Collaboration.” |
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: | April 20, 2026 | By: | /s/ Eli Yoresh |
| Name: | Eli Yoresh | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
Foresight Enters Non-Binding Term Sheet for $17.5 Million Strategic Investment at Significant Premium to Current Market Price and Focus on Defense Collaboration
The strategic equity investment reflects a multiple of three times of Foresight’s current market value to reach a post investment valuation of approximately $35 million
NESS ZIONA, Israel, April 20, 2026- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, today announced that it has entered into a non-binding term sheet with VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave”), a defense and advanced sensing technology company.
Pursuant to the term sheet, at closing, VisionWave will make a strategic equity investment of up to $17.5 million (but not less than $15.45 million) through the issuance of VisionWave common stock based on the five-day average closing price of VisionWave’s common stock prior to closing. In exchange, VisionWave will receive Foresight’s ordinary shares representing up to 51% (but not less than 45%) of the Company’s issued and outstanding share capital. The transaction values Foresight at a significant premium with a multiple of approximately three times its current market value.
The Company believes that the $17.5 million investment will provide it with substantial financial strength to support ongoing operations, technology development, and commercialization of next-generation perception solutions.
As agreed in the term sheet, Foresight will place greater focus on the defense, military, and homeland security markets, areas in which it is already active. These fields benefit from strong synergy between Foresight’s advanced camera-based perception systems and VisionWave’s radio frequency (RF) and defense-focused technologies, along with VisionWave’s global business development capabilities and ongoing projects. This strategic collaboration is driven by Foresight’s business strategy to lead 3D perception applications, in challenging and extreme off-road and aerial environments, leveraging its technology advantages in these growing markets.
“We believe that Foresight’s unique stereo vision solutions, and especially its proprietary thermal camera expertise, which is complementary to VisionWave’s existing sensing technologies, is expected to have significant impact on VisionWave ability to deliver large scale military and defense projects to our customers, focusing on robotics, drones and unmanned aerial vehicles” said Douglas Davis, VisionWave’s executive chairman of the board and chief executive officer. “Thermal vision sensing is key to military, defense and homeland security markets, and VisionWave’s global presence is well positioned to promote Foresight’s strong technological capabilities to short term commercialization success.”
The transaction remains subject to completion of due diligence, negotiation and execution of definitive agreements, 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 proposed terms of the non-binding term sheet and its potential closing, its belief that the investment will provide Foresight with substantial financial strength to support ongoing operations, technology development, and commercialization of next-generation perception solutions, the benefits and advantages of Foresight’s and VisionWave’s technologies and Foresight’s solutions, Foresight’s business strategy, 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 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