VisionWave (Nasdaq: VWAV) plans $17.5M stake for up to 51% of FRSX

(Neutral)

Form Type

6-K

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

Maximum investment size: $17.5 million Minimum investment size: $15.45 million Ownership range: 45%-51% of share capital +3 more

6 metrics

Maximum investment size $17.5 million Strategic equity investment from VisionWave under non-binding term sheet

Minimum investment size $15.45 million Floor amount for VisionWave’s strategic equity investment

Ownership range 45%-51% of share capital Foresight ordinary shares to be issued to VisionWave at closing

Post-investment valuation $35 million Implied valuation, about three times Foresight’s current market value

Valuation multiple 3x current market value Premium embedded in VisionWave’s proposed strategic investment

Pricing basis 5-day average close VisionWave stock price used to determine investment consideration

Key Terms

non-binding term sheet, strategic equity investment, post investment valuation, forward-looking statements, +2 more

6 terms

non-binding term sheet financial

"today announced that it has entered into a non-binding term sheet with VisionWave Holdings"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

strategic equity investment financial

"VisionWave will make a strategic equity investment of up to $17.5 million"

A strategic equity investment is when an investor buys ownership in a company not only to earn money from rising share prices or dividends, but also to gain practical benefits like access to technology, distribution channels, management influence, or partnership opportunities. Think of it like buying a stake in a neighbor’s bakery to both share the profits and secure a steady supply of bread — for investors it signals closer ties, can change a company’s direction, and often affects valuation, governance, and long‑term risk and reward.

post investment valuation financial

"to reach a post investment valuation of approximately $35 million"

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

homeland security other

"focus on the defense, military, and homeland security markets"

Homeland security is the set of government activities, agencies and policies designed to protect a country from threats such as terrorism, cyber attacks, natural disasters and border incidents. It matters to investors because shifts in spending, regulation or threat levels can change demand for sectors like defense, cybersecurity, transportation and infrastructure; think of it like a national alarm and safety plan—when it changes, it can reshape which companies get business and how risky markets feel.

vehicle-to-everything (V2X) technical

"Eye-Net Mobile develops next-generation vehicle-to-everything (V2X) collision prevention solutions"

Vehicle-to-everything (V2X) is a system that lets cars and other vehicles communicate wirelessly with other vehicles, road infrastructure, pedestrians’ devices and the broader network, like a traffic-aware messaging system. For investors it matters because V2X can reduce accidents, improve traffic flow and unlock new software, sensor and data services, creating revenue opportunities for automakers, suppliers and telecom providers while also exposing firms to regulatory, infrastructure and cybersecurity risks.

FAQ

What is Foresight Autonomous (FRSX) announcing in this 6-K filing?

Foresight Autonomous is announcing a non-binding term sheet for a strategic equity investment from VisionWave of up to $17.5 million. In return, VisionWave would receive 45%-51% of Foresight’s issued and outstanding share capital, at a valuation around three times Foresight’s current market value.

How much is VisionWave planning to invest in Foresight Autonomous (FRSX)?

VisionWave plans a strategic equity investment of up to $17.5 million, but not less than $15.45 million. The consideration will be VisionWave common stock, priced using the five-day average closing price before closing, in exchange for a 45%-51% equity stake in Foresight.

What valuation does the VisionWave deal imply for Foresight Autonomous (FRSX)?

The contemplated transaction implies a post‑investment valuation of approximately $35 million for Foresight, described as about three times its current market value. This reflects a significant premium valuation tied to VisionWave’s proposed strategic equity stake of up to 51%.

How will the VisionWave investment affect Foresight Autonomous’s (FRSX) business focus?

Foresight plans to place greater focus on defense, military, and homeland security markets under the term sheet. The company highlights synergies between its 3D and thermal perception systems and VisionWave’s RF and defense technologies for applications like robotics, drones, and unmanned aerial vehicles.

Is the $17.5 million VisionWave investment in Foresight Autonomous (FRSX) guaranteed to close?

No. The agreement is a non-binding term sheet and the transaction is contingent on due diligence, negotiating definitive agreements, obtaining regulatory, stock-exchange and shareholder approvals, and satisfying other customary closing conditions before it can be completed.

What form of consideration will Foresight Autonomous (FRSX) receive from VisionWave?

Foresight will receive VisionWave common stock, not cash, for the strategic investment. The number of shares issued by VisionWave will be based on the five-day average closing price of its stock prior to closing, in exchange for Foresight shares representing 45%-51% ownership.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 04/20/2026 - 08:10 AM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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