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: 001-42124
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
Application by Certain Employees for Order for Commencement of Proceedings
in Israel
On March 23, 2026, a group of 24 employees and former employees of
Gauzy Ltd. (the “Company”), including 11 current employees representing approximately 2% of the Company’s global workforce and
9% of employees in Israel, filed an application in the Tel Aviv District Court seeking an order for commencement of proceedings against
the Company under the Israeli Insolvency and Economic Rehabilitation Law, 2018.
On March 25, 2026, the Company filed a response opposing the employees’
application. In its response, the Company stated, among other things, that it is actively working to secure financing, including bridge
financing and evaluating strategic alternatives such as a potential sale of certain assets, and that granting the employees’ requested
order at this stage could adversely affect those efforts.
On March 26, 2026, the court declined, at this stage, to grant the
requested order and instead allowed additional responses from interested parties and the Commissioner of Insolvency Proceedings and Economic
Rehabilitation. A key factor
underlying the court’s decision not to grant the application
at that stage was the limited participation of current employees in the proceeding, compared to the majority of employees who did not
join the application. The court also considered the position of Mizrahi Tefahot Bank Ltd., one of the Company’s two primary secured
lenders, who filed a separate request opposing the requested order. Accordingly, as of the date of this Report, no order for commencement
of proceedings has been entered against the Company in Israel.
The information in this Report on Form 6-K (this “Report”)
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 the employee application for an order for
commencement of proceedings in Israel and the timing and outcome of that proceeding; the Company’s efforts to secure funding and
maintain and support its operations, including through bridge financings, asset sale processes and other strategic alternatives; 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’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 proceedings commenced
in Israel and 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 ongoing geopolitical conflicts; 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.
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: April 8, 2026 |
By: |
/s/ Eyal Peso |
| |
Name: |
Eyal Peso |
| |
Title: |
Chief Executive Officer |
