Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
On September 8, 2026, Gauzy Ltd (the “Company”)
issued a press release titled “Gauzy Announces Reverse Share Split.” A copy of each of this press release is attached to this
Form 6-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Report on Form 6-K, including
in 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.
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.
Exhibit
99.1
Gauzy Announces
Reverse Share Split
TEL-AVIV, Israel,
September 8, 2026 (GLOBE NEWSWIRE) -- Gauzy Ltd. (Nasdaq: Gauzy) (“Gauzy” or the “Company”), a global leader
in vision and light control technologies, today announced a 1-for-20 reverse share split of its ordinary shares, no par value per share
(the “Ordinary Shares”). The reverse share split and corresponding share capital adjustment will become effective at 11:59
p.m. Eastern Time on September 10, 2026. The Ordinary Shares will begin trading on a split-adjusted basis on The Nasdaq Stock Market
LLC (“Nasdaq”) at the open of business on Friday, September 11, 2026, under the existing trading symbol “GAUZ,” but
the Ordinary Shares will trade under a new CUSIP number, M4757U114.
As a result
of the reverse share split, every 20 issued and outstanding Ordinary Shares will automatically be converted into one Ordinary Share.
No fractional shares will be issued as a result of the reverse share split. Instead, all fractional shares will be rounded down to the
nearest whole share. The reverse share split affects all shareholders uniformly and will not alter any shareholder’s percentage ownership
interest in the Company’s issued and outstanding Ordinary Shares, except for adjustments that may result from the treatment of fractional
shares. As of the date hereof, the Company had 22,862,718 Ordinary Shares issued and outstanding, which, following the effectiveness
of the reverse share split, will result in 1,143,135 Ordinary Shares outstanding on a post-split basis (taking into effect the settlement
of fractional shares).
The reverse share split will also affect the
Company’s derivative securities, including outstanding notes, options, warrants and restricted share units (collectively, the “Outstanding
Equity Rights”). Generally, the plans and other documents pertaining to the Outstanding Equity Rights include provisions providing
for adjustments in the event of a reverse share split in order to maintain the same economic effect. Specifically, the exercise price
and the number of Ordinary Shares issuable pursuant to Outstanding Equity Rights will be adjusted pursuant to the terms of such instruments
in connection with the reverse share split.
The Company believes the reverse share split
will increase the per share trading price of the Ordinary Shares and enable the Company to maintain compliance with the minimum bid price
requirement in Nasdaq Listing Rule 5450(a)(1).
Additional information regarding the reverse
share split can be found in the Company’s proxy statement furnished to the Securities and Exchange Commission on August 17, 2026.
About Gauzy
Gauzy Ltd. is a fully-integrated light and
vision control company, focused on the research, development, manufacturing, and marketing of vision and light control technologies that
are developed to support safe, sustainable, comfortable, and agile user experiences across various industries. Headquartered in Tel Aviv,
Israel, the company has additional subsidiaries and entities based in Germany, France, the United States, Canada, China, Singapore, and
the United Arab Emirates. Gauzy serves leading brands across aeronautics, automotive, and architecture in over 60 countries through direct
fulfillment and a certified and trained distribution channel.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements. Forward-looking statements contained in this press release 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: Gauzy’s
ability to meet stock exchange continued listing standards and remain listed on Nasdaq; statements regarding its proposed Debt Settlement
in Israel; statements regarding the French court-supervised reorganization proceedings (redressement judiciaire), the call for public
tenders and related process, and the timing and potential outcomes of that process; Gauzy’s ability to secure funding in order to
maintain and support its operations; 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.
Contacts
Media:
Amanda Yevdaev, EVP Marketing
Gauzy Ltd.
PR@gauzy.com
