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 October 2026
001-42124
(Commission File Number)
GAUZY LTD.
(Exact name of Registrant as specified in its charter)
14 Hathiya Street
Tel Aviv 6816914, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
PIPE
On October 12, 2026, Gauzy Ltd. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with a group of accredited investors led by the Company’s
Chief Executive Officer, Eyal Peso (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement
a total of 2,383,279 ordinary shares, no par value each (“Ordinary Shares”), at a purchase price of $2.9371 per share, for aggregate
gross proceeds of $7,000,000 (the “Subscription Amount” and the “Offering”, respectively), in accordance with the
terms of the Court-approved Debt Settlement (as further detailed below). The Offering closed on October 15, 2026.
The Offering was entered into to ensure that the
Company’s comprehensive debt settlement (the “Settlement”) is fully financed. As previously disclosed, the Tel Aviv-Jaffa District
Court (the “Court”) granted final approval of the Settlement, effective September 8, 2026, under the Israeli Insolvency and
Economic Rehabilitation Law, 5758-2018, in Insolvency Proceeding No. 51175-03-26. The Settlement resolves approximately $61 million of
the Company’s pre-petition liabilities. In accordance with the terms of the Offering and the Settlement, a total of 3,336,590 Ordinary
Shares will be issued, of which a total of 2,383,279 Ordinary Shares will be issued to the Purchasers and of the remaining 953,311 Ordinary
Shares will be issued to the Settlement Trustees (Adv. Ehud Gindes and Adv. (CPA) Simion Keidar). Following the consummation of the Offering,
the Purchasers will hold approximately 50% of the issued and outstanding share capital of the Company on a fully diluted basis, the Settlement
Trustees will hold approximately 20% of the issued and outstanding share capital of the Company on a fully diluted basis and the Company’s
remaining shareholders as of immediately prior to the consummation of the Offering will hold approximately 30% of the issued and outstanding
share capital of the Company on a fully diluted basis. In the event of any conflict between the terms of the Purchase Agreement and the
terms of the Settlement, the terms of the Settlement shall prevail.
In connection with the Offering, the Company’s
Board of Directors approved an increase of the Company’s authorized share capital to 5,000,000 Ordinary Shares (the “Share
Capital Increase”) and a corresponding amendment to the Company’s Articles of Association to reflect the Share Capital Increase.
All corporate approvals required under applicable law for the Offering, the issuance of the Ordinary Shares and the Share Capital Increase
have been obtained, and, because such transactions are being carried out pursuant to the Court-approved Settlement, no shareholder approval
is required under applicable law.
The Purchasers’ investment is subject to
a condition subsequent that, on or before November 13, 2026 (the “French Approval Deadline”), the Lyon Commercial Court approves
in full the French continuation plan regarding the Company’s subsidiary, Safety Tech SAS, in the form presented by the Company (the
“Continuation Plan”). If the Continuation Plan is not approved by the French Approval Deadline (or is rejected prior to such
date), the Settlement Trustees will, within five (5) Business Days, return to the applicable Purchaser the portion of its Subscription
Amount designated as the conditional amount (the “Conditional Amount”), totaling $1,638,000, and the corresponding Ordinary
Shares will be cancelled. Following the closing of the Offering, the Purchasers intend to form a special purpose vehicle to which they
will assign their rights under the Purchase Agreement and transfer their Ordinary Shares.
Following the Offering, the Company has agreed
to file a resale registration statement with the U.S. Securities and Exchange Commission within sixty (60) days from the date on which
the Company files its Annual Report on Form 20-F or the fiscal year ended December 31, 2025.The Purchase Agreement contains customary
representations and warranties, agreements and obligations, conditions to closing and termination provisions. The representations, warranties
and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.
The Ordinary Shares were offered and sold pursuant
to an exemption from the registration requirements of the Securities Act, under Section 4(a)(2) of the Securities Act. Each Purchaser
represented that it is an accredited investor, as that term is defined in Rule 501(a) under Regulation D, or a qualified institutional
buyer as defined in Rule 144A under the Securities Act, and is also a Qualified Israeli Investor as defined under the First Addendum to
the Israeli Securities Law, 5728-1968, and is acquiring the Ordinary Shares as principal for its own account and has no arrangements or
understandings for any distribution thereof. The Ordinary Shares have not been registered under the Securities Act or applicable state
securities laws. Accordingly, the Ordinary Shares may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
In connection with the Offering, the Company agreed
to file a registration statement (the “Registration Statement”) with the SEC within sixty (60) days from the date on which the
Company files its Annual Report on Form 20-F providing for the resale of the Ordinary Shares issued under the Purchase Agreement, and
to keep such Registration Statement effective at all times until all such Ordinary Shares may be sold pursuant to Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), without regard to volume limitations.
In connection with the Offering, the Company’s
executive officers and directors entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they will not
offer, sell, contract to sell or otherwise dispose of Ordinary Shares and other securities beneficially owned, subject to customary exceptions,
for a period of 30, commencing on the date of the Purchase Agreement (the “Lock-Up Period”). The Company may not amend, modify,
waive or terminate any provision of the Lock-Up Agreements except to extend the Lock-Up Period.
Pursuant to the Purchase Agreement, the Company
agreed to indemnify the Purchasers and certain related parties against losses arising from any inaccuracy in the Company’s representations
or warranties thereunder and certain shareholder actions. The Purchase Agreement is governed by the laws of the State of Israel, and the
parties submitted to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel. The Company also agreed to apply to
list the Ordinary Shares issued in the Offering on The Nasdaq Stock Market.
The foregoing summaries of the material terms
of the Purchase Agreement and the Form of Lock-Up Agreement are not complete and are qualified in their entirety by reference to the full
text thereof, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
On October 16, 2026, the Company issued a press
release announcing the entry into the Purchase Agreement and the Offering. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information in this Report on Form 6-K, including
in Exhibits 10.1, 10.2 and 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.
EXHIBITS
| Exhibit No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated as of October 12, 2026, by and between Gauzy Ltd. and the purchasers identified on the signature pages thereto. |
| 10.2 |
|
Form of Lock-Up Agreement. |
| 99.1 |
|
Press Release dated October 16, 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: October 16, 2026 |
By: |
/s/ Eyal Peso |
| |
|
Eyal Peso |
| |
|
Chief Executive Officer |
Exhibit 99.1
Gauzy Announces $7 Million Private Placement
Led by Management to Fund
Court-Approved Settlement
TEL AVIV, Israel, October 16, 2026 - Gauzy
Ltd. (Nasdaq: GAUZ) (“Gauzy” or the “Company”), a global leader in light and vision control technology, today announced
that it has entered into a securities purchase agreement (the “Purchase Agreement”) with a group of accredited investors led
by Eyal Peso, the Company’s Chief Executive Officer (collectively, the “Purchasers”), for a private investment in public equity
(“PIPE”) resulting in $7 million in aggregate gross proceeds (the “Offering”). Pursuant to the Purchase Agreement,
the Company agreed to issue and sell 2,383,279 ordinary shares, no par value (“Ordinary Shares”), to the Purchasers at a purchase
price of $2.9371 per share. In addition, in accordance with the terms of the Company’s court-approved debt settlement (the “Settlement”),
953,311 Ordinary Shares will be issued to the trustees appointed under the Settlement, Adv. Ehud Gindes and Adv. (CPA) Simion Keidar (the
“Settlement Trustees”).
The Offering is intended to ensure that the Settlement
is financed from day one. As previously announced, the Tel Aviv-Jaffa District Court granted final approval of the Settlement, effective
September 8, 2026, under Israel’s Insolvency and Economic Rehabilitation Law, 5778-2018, in Insolvency Proceeding No. 51175-03-26. The
Settlement resolves approximately $61 million of the Company’s pre-petition liabilities.
“This investment reflects my personal conviction,
and that of our management team, in Gauzy’s technology, our customers and our long-term growth strategy,” said Eyal Peso,
Chief Executive Officer of Gauzy. “With the court-approved Settlement now fully financed from day one, we have resolved our legacy
liabilities and can turn our full attention to executing on our backlog across the Architecture, Automotive, Aviation and Rail markets
and delivering value for our customers, employees and shareholders.”
The Offering closed on October 15, 2026. Of the
gross proceeds, $1,638,000 will be held by the Settlement Trustees and refunded to the applicable Purchasers, and the corresponding Ordinary
Shares will be cancelled, if the Lyon Commercial Court does not approve the French continuation plan for the Company’s subsidiary,
Safety Tech SAS, on or before November 13, 2026.
About Gauzy
Gauzy is a pioneering technology company that
develops, manufactures and markets Light and Vision control (Smart Glass) solutions based on smart materials and electronic systems technology,
enabling dynamic, on-demand control of light transmission, glare and privacy across a wide range of applications. The Company operates
through four business units — Architecture, Automotive, Aviation and Rail/Transportation — supplying advanced glazing, dimming
and sensing technologies to leading global brands, including Ferrari, Airbus, Boeing and Mercedes, across more than 60 countries. Gauzy’s
ordinary shares trade on the Nasdaq Stock Market under the ticker symbol “GAUZ.” The Company is headquartered in Tel Aviv, Israel,
with subsidiaries and operations in France, Germany, the United States and additional markets worldwide. For more information, visit www.gauzy.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements
include, without limitation, statements regarding the use of proceeds from the Offering, including any refund of proceeds and cancellation
of Ordinary Shares in connection with the French continuation plan for Safety Tech SAS; the anticipated effects, benefits and long-term
impact of the Settlement; the Company’s liquidity, ability to continue as a going concern, and future business, financial condition and
results of operations; and the Company’s strategic priorities and growth plans. These statements are often identified by words such as
“may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “intend,”
“plan,” “continue,” “project,” “target,” “outlook” and similar expressions, or their
negatives, though not all forward-looking statements contain these words. Such statements are based on management’s current expectations
and beliefs and are subject to significant risks, uncertainties and assumptions that could cause actual results to differ materially from
those expressed or implied, including, among others: the risk that the Lyon Commercial Court does not approve the French continuation
plan for Safety Tech SAS; the Company’s ability to satisfy its payment and other obligations under the Settlement; the Company’s ability
to maintain compliance with Nasdaq continued listing requirements; the Company’s ability to continue as a going concern; the Company’s
ability to execute on its business strategy and convert backlog into revenue; competitive, technological and market developments affecting
the smart glass, architecture, automotive, aviation and rail industries; general economic, financial and geopolitical conditions in Israel
and the other jurisdictions in which the Company operates; and other risks and uncertainties described in the Company’s Annual Report
on Form 20-F and in its other filings and furnishings with the SEC, including its reports on Form 6-K. Forward-looking statements speak
only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise, except as required by law.
This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Contacts
Investor & Media Contact:
Amanda Yevdaev, EVP Marketing
Gauzy Ltd.
PR@gauzy.com
