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 November 2025
Commission file number: 001-42124
GAUZY LTD.
(Translation of registrant’s name into English)
14 Hathiya Street
Tel Aviv, 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
French Insolvency Proceedings
On November 13, 2025, the Commercial Court
of Lyon, France, ordered the commencement of French law insolvency proceedings (“Redressement Judiciaire”) relating to
three subsidiaries of Gauzy located in France. As is customary in such proceedings, the court ordered the appointment of two
administrators and a creditor representative, responsible for advising the Company’s three subsidiaries in these
proceedings. The Company strongly disagrees with the French court’s ruling and plans to have its subsidiaries appeal the
decision of the court as soon as possible, while working collaboratively with the French administrators to quickly resolve the
matter. The Company and its subsidiaries plan to continue normal operations as it seeks to meet growing customer demand.
Redressement Judiciaire are French insolvency
proceedings aimed at preserving a company’s business and operations, maintaining employment and repaying creditors while allowing
for a plan to enable its recovery. Gauzy plans to have its subsidiaries appeal the decision to the Court of Appeal of Lyon as soon as
possible based on the Company’s assessment that these subsidiaries, with the financial support of Gauzy, have the financial means
to meet their debts as they became due based on the group’s existing financing capabilities. However, pending this appeal, the insolvency
proceedings will continue.
The Company is working to ensure its subsidiaries
have the financial means to meet their debts as they become due. Gauzy remains committed to complete transparency, and as such will provide
updated information on these proceedings as soon as more information is available.
The commencement of these insolvency proceedings
in France constitutes a default under the Company’s existing senior secured debt facilities, which if not remedied could lead to
an event of default. The Company is in contact with its senior secured lenders to develop an appropriate plan to remedy or waive
the default and work towards restoring the Company and its subsidiaries’ strong financial health and operational performance. However,
there can be no guarantee that any such efforts will be successful and that such lenders will not seek available remedies to enforce their
respective rights under their debt facilities.
On November 14, 2025, the Company issued a press
release discussing the French proceedings entitled “Gauzy Ltd. to Reschedule Third Quarter 2025 Earnings Release.” A copy
of the press release is attached as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference herein.
The information in this Report on Form 6-K (this
“Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act
of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference
in such a filing.
Cautionary Statement Regarding Forward-Looking
Statements
This Report contains forward-looking statements.
Forward-looking statements contained in this Report include, but are not limited to, statements regarding Gauzy’s strategic and
business plans, technology, relationships, objectives and expectations for its business, growth, the impact of trends on and interest
in its business, intellectual property, products and its future results, operations and financial performance and condition and may be
identified by the use of words such as “may,” “seek,” “will,” “consider,” “likely,”
“assume,” “estimate,” “expect,” “anticipate,” “intend,” “believe,”
“do not believe,” “aim,” “predict,” “plan,” “project,” “continue,”
“potential,” “guidance,” “objective,” “outlook,” “trends,” “future,”
“could,” “would,” “should,” “target,” “on track” or their negatives or variations,
and similar terminology and words of similar import, generally involve future or forward-looking statements. All statements other than
statements of historical fact are forward-looking statements. Forward-looking statements reflect Gauzy’s current views, plans, or
expectations with respect to future events and financial performance. They are inherently subject to significant business, economic, competitive,
and other risks, uncertainties, and contingencies. Forward-looking statements are based on Gauzy’s current expectations and are
subject to inherent uncertainties, risks and assumptions that are difficult to predict including, without limitation, the following: the
outcome of the insolvency proceedings commenced in France and the overall impact they may have on the Company’s operations and financial
condition; Gauzy invests significant effort and capital seeking validation of its light and vision control products with OEMs and Tier
1 suppliers, mainly in the aeronautics and automobile markets, and there can be no assurance that it will win production models, which
could adversely affect its future business, results of operations and financial condition; failure to make competitive technological advances
will put Gauzy at a disadvantage and may lead to a negative operational and financial outcome; Gauzy being an early growth-stage company
with a history of losses and its anticipation that it expects to continue to incur significant losses for the foreseeable future; its
operating results and financial condition have fluctuated in the past and may fluctuate in the future; it is exposed to high repair and
replacement costs; it may not be able to accurately estimate the future supply and demand for its light and vision control products, which
could result in a variety of inefficiencies in its business and hinder its ability to generate revenue; if it fails to accurately predict
its manufacturing requirements, it could incur additional costs or experience delays; the estimates and forecasts of market opportunity
and market growth it provides may prove to be inaccurate, and it cannot assure that its business will grow at similar rates, or at all;
it may be unable to adequately control the capital expenditures and costs associated with its business and operations; it may need to
raise additional capital before it can expect to become profitable from sales of its light and vision control products, which such additional
capital may not be available on acceptable terms, or at all, and failure to obtain this necessary capital when needed may force it to
delay, limit or terminate its product development efforts or other operations; shortages in supply, price increases or deviations in the
quality of the raw materials used to manufacture its products could adversely affect its sales and operating results; its business, financial
condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between
Russia and Ukraine; it is subject to, and must remain in compliance with, numerous laws and governmental regulations across various countries
concerning the manufacturing, use, distribution and sale of its light and vision control products, and some of its customers also require
that it complies with other unique requirements relating to these matters; if it is unable to obtain, maintain and protect effective intellectual
property rights for its products throughout the world, it may not be able to compete effectively in the markets in which it operates;
the market price of its ordinary shares may be volatile or may decline steeply or suddenly regardless of its operating performance, and
it may not be able to meet investor or analyst expectations; its indebtedness could adversely affect its ability to raise additional capital
to fund operations, limit its ability to react to changes in the economy or its industry and prevent it from meeting its financial obligations;
it has limited operating experience as a publicly traded company in the United States; conditions in Israel could materially and adversely
affect its business; and any other risks and uncertainties, including, but not limited to, the risks and uncertainties in the Company’s
reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on
Form 20-F filed with the SEC on March 11, 2025. Further, certain forward-looking statements are based on assumptions as to future events
that may not prove to be accurate. The inclusion of forward-looking statements in this or any other communication should not be considered
as a representation by Gauzy or any other person that current plans or expectations will be achieved. Forward-looking statements speak
only as of the date on which they are made, and Gauzy undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future developments, or otherwise, except as otherwise required by law.
EXHIBIT INDEX
| Exhibit No. |
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| 99.1 |
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Press release dated November 14, 2025. |
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.
| |
GAUZY LTD. |
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|
| Date: November 14, 2025 |
By: |
/s/ Eyal Peso |
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Name: |
Eyal Peso |
| |
Title: |
Chief Executive Officer |
