Gauzy Ltd.'s SEC filings document material events for a foreign private issuer whose ordinary shares trade on Nasdaq. Form 6-K reports cover governance changes, board and committee independence, Nasdaq listing notices, shareholder voting matters, capital-structure disclosures, operating and financial results, and financing-related updates.
The filings also record legal and corporate-status matters affecting the business, including French redressement judiciaire proceedings involving Gauzy SAS, Safety Tech and Vision Systems, related senior secured debt default disclosures, an employee application for insolvency proceedings in Israel, and securities litigation. These documents frame the company's risk, liquidity, governance and disclosure obligations alongside its vision and light control technology operations.
Gauzy Ltd. (GAUZ) disclosed that it received a Nasdaq delisting notification dated September 15, 2026, after Nasdaq determined to delist the company’s securities from the Nasdaq Global Market. Gauzy plans to appeal by requesting an oral hearing before a Nasdaq Hearings Panel under Listing Rule 5815.
The notice follows prior deficiencies: its ordinary share bid price stayed below $1 for 30 consecutive business days, and it did not file its Form 20-F for the year ended December 31, 2025. These issues provide separate bases for delisting. Gauzy’s shares will remain listed and fully tradeable on the Nasdaq Global Market while the appeal process is pending.
The company states it intends to submit the appeal by September 22, 2026, and notes there is no assurance the Panel will permit continued listing. Gauzy points to what it describes as an improved financial position as a factor it believes will support continued listing, while also reiterating extensive forward-looking risk factors, including funding needs and ongoing French insolvency-related proceedings.
Gauzy Ltd. (GAUZ) obtained final court approval on September 8, 2026 for a comprehensive debt settlement under Israel’s Insolvency and Economic Rehabilitation Law, resolving approximately $61 million of pre-petition liabilities to secured lenders, employees, governmental institutions and general unsecured creditors. The settlement was backed by creditors representing 98.96% of voting claims across all classes, including 100% of secured lenders, and lifts the automatic insolvency stay while terminating legacy debt-related legal proceedings.
The plan is supported by a binding $7 million PIPE equity commitment led by CEO Eyal Peso, of which up to $4 million will promptly satisfy priority employee claims, with the balance for working capital, settlement costs and general corporate purposes. Gauzy will make scheduled monthly payments into a settlement fund over six years totaling about $18 million, and creditors will also receive 70% of net proceeds from any qualifying Exit Event up to the remaining settlement obligations. After a related management buyout, fully diluted ownership is expected at 50% for management, 20% for creditors and 30% for pre-settlement shareholders.
Gauzy Ltd. (GAUZ) reports that it held a Special General Meeting of Shareholders on August 31, 2026 at its Tel Aviv offices. The single proposal on the agenda, previously described in a proxy statement furnished on August 17, 2026, was voted on and approved by the requisite majority of shareholders.
The report clarifies that this information is furnished on Form 6-K, not filed for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into other securities law filings unless specifically stated. The report is signed by Chief Executive Officer Eyal Peso.
Gauzy Ltd. (GAUZ) reports that court-appointed administrators have scheduled meetings of its creditors on August 27, 2026 to vote on a previously disclosed proposed Debt Settlement.
The Debt Settlement was proposed under Section 10 of the Insolvency and Economic Rehabilitation Law, 5778-2018 in order to avoid the commencement of insolvency proceedings against the company. Creditors may vote in person, by Zoom, or by written ballot submitted by noon Israel time on August 27, 2026. A court hearing to consider approval of the Debt Settlement is scheduled for September 6, 2026 at 9:30 a.m. (Israel time).
Gauzy Ltd. is calling a Special General Meeting on August 31, 2026 to approve one or more reverse share splits of its ordinary shares at an aggregate ratio between 1-for-2 and 1-for-1,000, with the exact ratio and timing left to the Board. The company has 22,987,632 ordinary shares outstanding as of August 18, 2026 and reported $104 million in consolidated revenue for 2024.
The Board states the reverse split is intended to restore compliance with Nasdaq’s $1.00 minimum bid price and preserve the Nasdaq Global Market listing. Gauzy is currently non-compliant with Nasdaq rules due to both the bid-price deficiency and delayed filing of its 2025 Form 20-F. The company cites significant financial stress, including aggregate scheduled indebtedness of about $81,000,000 owed to multiple creditor groups and insolvency-related proceedings in France and Israel.
Management has proposed an Israeli court-supervised debt Settlement targeting full recovery for senior secured creditors, either via an exit transaction exceeding $330 million or by paying 25% of annual net profit until debts are repaid. A committed $7,000,000 PIPE led by CEO Eyal Peso and other insiders, together with investors including Chutzpah Holdings LP, is tied to court and creditor approval of the Settlement and requires maintaining the Nasdaq listing and becoming current in SEC reporting. The proxy also outlines mechanics, tax considerations, and risks of the reverse split, including potential lower market capitalization, reduced liquidity, and odd-lot holdings.
Gauzy Ltd. describes a proposed debt settlement in Israel following an employee application to commence insolvency proceedings. The plan, filed under the Israeli Insolvency and Economic Rehabilitation Law, targets full repayment of all allowed creditor claims via two alternatives: repayment from an exit event with aggregate consideration above US$330 million, or annual payments equal to 25% of net profit once the business becomes profitable, until all debt is repaid. A statutory priority waterfall would pay senior secured creditors OIC and Bank Mizrahi-Tefahot first, followed by tax and social authorities, trade suppliers, and other suppliers, with current and former employees and trade suppliers ultimately receiving 100% of amounts owed on staged timelines.
The company has also signed a binding term sheet for a US$7,000,000 PIPE, structured as a management-led buyout headed by the founder and CEO and other key personnel, alongside outside investors. PIPE proceeds are earmarked for interim settlement payments, including 100% of outstanding Israeli and U.S. wages and social contributions, working capital, professional fees, and repayment of US$1,000,000 of salary financing. Both the settlement and PIPE require creditor double-majority approval and court confirmation, as well as continued Nasdaq Global Market listing and current SEC reporting status, and there is no assurance either will be completed.
Gauzy Ltd. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Annual Report on Form 20-F for the year ended December 31, 2025 has not yet been filed with the SEC. The notice does not immediately affect the listing or trading of Gauzy’s ordinary shares, but the company will appear on Nasdaq’s public list of non-compliant issuers and carry a non-compliance indicator in market data. Gauzy has 60 calendar days from the May 19, 2026 notice, until July 20, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the original due date, until November 11, 2026, to cure the deficiency. The company was already previously notified of non-compliance with Nasdaq’s minimum bid price requirement, and failure to regain compliance with listing standards could lead to delisting. Gauzy states it is working to complete the 2025 Form 20-F and intends to submit a compliance plan within the prescribed period, and that the notice does not affect its business operations or strategic initiatives.
Gauzy Ltd. Amendment No. 3 to a Schedule 13G/A discloses beneficial ownership positions for several related reporting persons as of the event date March 31, 2026. The filing lists holdings such as 398,035 shares (2.1%) and 335,240 shares (1.8%), and states a class size of 18,742,093 Ordinary Shares outstanding as of June 26, 2025.
The filing explains the ownership chain among the Reporting Persons and notes that the Fund may acquire 335,240 Ordinary Shares within 60 days through exercise of derivative securities. Each Reporting Person disclaims ownership other than the shares they directly report.
Gauzy Ltd. reports that 24 employees and former employees, including 11 current staff representing about 2% of its global workforce and 9% of its Israeli employees, applied to an Israeli court for an order to commence insolvency proceedings against the company. Gauzy opposed the application, telling the court it is actively pursuing financing, including bridge funding, and evaluating strategic options such as potential asset sales. The court declined to grant the order at this stage, citing limited participation by current employees and opposition from secured lender Mizrahi Tefahot Bank, and invited further responses. Gauzy highlights significant uncertainties around its funding, court‑supervised reorganization proceedings in France, history of losses and potential continued losses, and multiple operational and market risks in its forward‑looking statements.
Gauzy Ltd. has received a Nasdaq notice that its ordinary shares no longer meet the minimum bid price requirement of $1.00 per share after trading below that level for 30 consecutive business days. The notice does not immediately affect listing or trading.
The company has 180 days, until September 14, 2026, to regain compliance by having its shares close at or above $1.00 for at least 10 consecutive business days. Gauzy may qualify for an additional 180-day period if it meets other Nasdaq Capital Market standards and indicates an intent to cure, potentially via a reverse stock split.
The company is monitoring its share price and evaluating options, including a possible reverse stock split, while stating that current operations and strategic initiatives continue unaffected.