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 March 2026
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
Board Appointment and Nasdaq Compliance
On March 19, 2026, Gauzy Ltd. (the “Company”)
announced the appointment of Joseph Tenne to its Board of Directors (“Board”). Additionally, the Board has determined that
Mr. Tenne qualifies as independent in accordance with the rules of the Securities and Exchange Commission and the Nasdaq Stock Market,
LLC.
Mr. Tenne will serve as the Chairman of the Company’s
Audit Committee and as a member of the Compensation Committee. Following Mr. Tenne’s appointment, together with the previously announced
board appointments of Michael Martin, Shlomo Bibas and Renah Persofsky, the Company’s Audit Committee will consist of Joseph Tenne
(chair), Shlomo Bibas and Renah Persofsky and its Compensation Committee will consist of Michael Martin (chair), Renah Persofsky and Joseph
Tenne.
With the appointment of Mr. Tenne to the Board
and the reconstitution of the Company’s Audit and Compensation Committees, the Company confirms that it has regained compliance
with Nasdaq’s continued listing requirements related to board and committee independence under Nasdaq Listing Rules 5605(b)(1),
5605(c)(2), and 5605(d)(2).
On March 19, 2026, the Company issued a press
release announcing the above-referenced matters. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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: 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 meet stock exchange continued listing standards and remain
listed on Nasdaq; 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..
Exhibit Index
| Exhibit No |
|
Description |
| 99.1 |
|
Press Release dated March 19, 2026 |
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. |
| |
|
| Date: March 19, 2026 |
By: |
/s/ Eyal Peso |
| |
Name: |
Eyal Peso |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Gauzy Strengthens Board and Regains Compliance with Nasdaq Listing
Requirements
Appointment of Joseph Tenne Adds Public
Company Leadership as Gauzy Advances Growth and Shareholder Value
TEL AVIV, Israel – March 19, 2026 –
Gauzy Ltd. (Nasdaq: GAUZ) (“Gauzy” or the “Company”), a global leader in vision and light control technologies,
today announced the appointment of Joseph Tenne to its Board of Directors. Mr. Tenne brings more than two decades of senior financial
leadership and public company governance experience across global technology and energy companies. Mr. Tenne will also serve as the Chair
of the Company’s audit committee and as a member of the compensation committee.
With this appointment, and together with the recent additions of Michael
Martin, Shlomo Bibas and Renah Persofsky to the Board, Gauzy has regained compliance with Nasdaq’s continued listing requirements
related to board and committee independence under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2).
“We are thrilled to welcome Mr. Tenne to Gauzy’s Board
of Directors,” said Eyal Peso, Chief Executive Officer of Gauzy. “His financial expertise, experience leading public companies,
and broad board perspective will be invaluable as Gauzy advances its growth strategy and strengthens its position in global vision and
light control technologies.”
Mr. Tenne added, “Gauzy has built a strong reputation for innovation
in advanced materials and vision systems. I look forward to working with the Board and management team to drive continued growth and create
long-term value for shareholders.”
Mr.
Tenne currently serves on the board of directors of AudioCodes Ltd. (Nasdaq and TASE: AUDC), MIND CTI Ltd. (Nasdaq: MNDO), OPC Energy
Ltd. (TASE: OPCE, Electreon Wireless Ltd. (TASE: ELWS), and Luzon Credit and Finance Ltd. (TASE: LUZC).
His experience spans financial strategy, capital markets, corporate governance, and operational leadership across publicly listed companies
in multiple industries.
Previously, Mr. Tenne served as a financial executive at Itamar Medical
Ltd. (NASDAQ and TASE: ITMR) from May 2017 to August 2023, including as Vice President Finance and Chief Financial Officer from August
2014 to April 2017. From 2005 to 2013, he served as Chief Financial Officer of Ormat Technologies, Inc. (NYSE and TASE: ORA), where he
played a key role in supporting the company’s global growth and capital markets strategy.
Earlier in his career, he served as Chief Financial Officer of Treofan
Germany GmbH & Co. KG and was a partner at Kesselman & Kesselman (PwC Israel), a member firm of PricewaterhouseCoopers, advising
multinational clients on financial reporting, auditing, and corporate transactions.
Mr. Tenne holds a B.A. in Accounting and Economics and an M.B.A. from
Tel Aviv University and is a Certified Public Accountant in Israel.
With his deep financial and governance experience, Mr. Tenne will help
Gauzy drive growth, execute its strategic initiatives, and create long-term value for shareholders. His appointment further strengthens
the Board and underscores the Company’s commitment to leadership in vision and light control technologies.
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: 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 meet stock exchange continued listing standards and remain
listed on Nasdaq; 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.
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.
Contacts
Media:
Amanda Yevdaev, EVP Marketing
Gauzy Ltd.
PR@gauzy.com
