Innoviz Technologies (NASDAQ: INVZ) prices $30 million registered direct deal
Rhea-AI Filing Summary
Innoviz Technologies Ltd. entered into a securities purchase agreement with institutional investors to sell 66,666,667 ordinary shares in a registered direct offering, expected to close on July 29, 2026, subject to customary closing conditions. Innoviz expects gross proceeds of approximately $30 million, before fees and expenses, and plans to use the net proceeds for general business purposes, including supporting commercialization of Perciz, its dedicated security and defense brand.
All directors and executive officers agreed to a 45‑day lock-up after closing, and for the same period the company is generally restricted from issuing additional equity or filing new registration statements, subject to exceptions. Titan Partners Securities LLC is the sole placement agent and WestPark Capital, Inc. is financial advisor. Management also provides preliminary, unaudited results for the three months ended June 30, 2026, expecting revenue between $17.9 million and $18.1 million, and a June 30, 2026 cash and investments balance of about $48.4–$48.5 million, noting these figures are estimates and have not been reviewed by its independent auditor.
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Key Figures
Key Terms
registered direct offering financial
prospectus supplement regulatory
Non-Recurring Engineering financial
Level 3 and Level 4 programs technical
lock-up agreement regulatory
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FAQ
What is Innoviz Technologies (INVZ) raising in its July 2026 registered direct offering?
When is the Innoviz Technologies (INVZ) offering expected to close and who is involved?
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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 July 2026
Commission file number: 001-40310
Innoviz Technologies Ltd.
(Translation of registrant’s name into English)
Innoviz Technologies Campus
5 Uri Ariav Street, Bldg. C
Nitzba 300, Rosh HaAin, 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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Registered Direct Offering
On July 28, 2026, Innoviz Technologies Ltd. (the “Company” or “Innoviz”) entered into a securities purchase agreement (“Securities Purchase Agreement”) with certain institutional investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering (the “Offering”) 66,666,667 ordinary shares of the Company, no par value per share (“ordinary shares”).
The Offering is expected to be consummated on July 29, 2026 (the “Closing”), subject to the satisfaction of customary closing conditions. Innoviz expects to receive gross proceeds of approximately $30 million, before deducting the placement agent fees and offering expenses payable by the Company. The Company intends to use the net proceeds for general business purposes, including (but not limited to), supporting the commercialization of Perciz, the Company’s dedicated security and defense brand.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. Additionally, each of the directors and executive officers of the Company entered into a lock-up agreement, pursuant to which they agreed not to sell or transfer any of the Company securities which they hold, subject to certain customary exceptions, during the forty-five-day period following the closing of the Offering.
Under the terms of the Securities Purchase Agreement, until forty-five days after the Closing, neither Innoviz nor any of its subsidiaries may (a) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ordinary shares or ordinary share equivalents, or (b) file any registration statement or prospectus, or any amendment or supplement thereto, subject to certain exceptions.
Titan Partners Securities LLC is acting as the sole placement agent for the Offering. WestPark Capital, Inc. is acting as a financial advisor for the offering.
The ordinary shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-289554) (the “Registration Statement”), previously declared effective by the Securities and Exchange Commission (the “Commission”) on August 21, 2025, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated July 28, 2026.
The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document furnished as Exhibit 10.1 hereto and incorporated by reference herein. A copy of the press release and investor presentation related to the Offering are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated by reference herein.
This Report on Form 6-K (this “Report”) shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Preliminary Financial Results as of June 30, 2026
Although Innoviz's financial statements as of and for the six-months ended June 30, 2026 are not yet final, the preliminary results disclosed below are based on the information available to Innoviz at this time. As such, the Innoviz's actual results may vary from the preliminary results presented herein and will not be finalized until after it completes its normal end-of-quarter accounting procedures, which have not yet been completed.
The preliminary financial results presented in this Report are not a comprehensive statement of Innoviz's financial results for the six-months ended June 30, 2026. These estimates should not be viewed as a substitute for Innoviz's full interim or annual financial statements. Accordingly, you should not place undue reliance on these preliminary results. These preliminary results should be read in conjunction with (i) the information set forth under "Risk Factors" in Innoviz's prospectus supplement dated July 28, 2026, in the accompanying prospectus, and under similar headings in the documents that are incorporated by reference therein, including Innoviz's Annual Report on Form 20-F for the year ended December 31, 2025 (the "Annual Report"), and (ii) the information incorporated by reference into the accompanying prospectus, including the financial statements, and the other information in the exhibits to the registration statement of which the prospectus is a part.
Preliminary results included in this Report have been prepared by, and are under the responsibility of, Innoviz's management. Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, has not audited, examined, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary results. Accordingly, Kesselman & Kesselman does not express an opinion or any other form of assurance with respect thereto. The report of Kesselman & Kesselman incorporated in this Report by reference to the Annual Report relates to Innoviz's previously issued financial statements. It does not extend to the preliminary results and should not be read to do so.
For the three-months ended June 30, 2026, Innoviz expects its revenues to be between $17.9 million and $18.1 million. As of June 30, 2026, Innoviz had approximately $48.4 to $48.5 million in cash and cash equivalents, bank deposits, marketable securities and short-term restricted cash.
This Report and related exhibits are incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-265170 and 333-289554) and Form S-8 (File Nos. 333-255511, 333-265169, 333-270416, 333-277852, 333-285758 and 333-292573), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Forward-Looking Statements:
This Report includes forward-looking statements within the meaning of the federal securities laws, including statements regarding the completion and timing of the offering and the intended use of the proceeds. Forward-looking statements represent Innoviz's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of Innoviz's securities, risks relating to Innoviz's business and the satisfaction of closing conditions in the securities purchase agreement related to the offering. The forward-looking statements included in this Report speak only as of the date of this Report, and Innoviz does not undertake to update the statements included in this Report for subsequent developments, except as may be required by law.
The Company hereby furnishes the following documents as Exhibits 10.1, 99.1 and 99.2.
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 99.1 | Press Release dated July 28, 2026. | |
| 99.2 | Investor Presentation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Innoviz Technologies Ltd. |
|||
| By: | /s/ Eldar Cegla | ||
| Name: Eldar Cegla | |||
| Title: Chief Financial Officer | |||
Date: July 28, 2026
Exhibit 99.1
Innoviz Announces Pricing of $30 Million Registered Direct Offering
Proceeds to be used for general business purposes, including (but not limited to), supporting the commercialization of Perciz, the Company's dedicated security and defense brand.
TEL AVIV, Israel, July 28, 2026 – Innoviz Technologies Ltd. (NASDAQ: INVZ) (the “Company” or “Innoviz”), a leading supplier of high-performance automotive-grade LiDAR sensor platforms for the automotive, security, defense and industrial markets, today announced that it has entered into a definitive agreement with certain institutional investors, for the purchase and sale of an aggregate of 66,666,667 ordinary shares (“Ordinary Shares”). The offering is expected to result in gross proceeds of approximately $30 million, before deducting offering expenses. Innoviz intends to use the net proceeds from the offering for general business purposes, including (but not limited to), supporting the commercialization of Perciz, the Company’s dedicated security and defense brand. The closing of the offering is expected to occur on or about July 29, 2026, subject to the satisfaction of customary closing conditions.
Titan Partners is acting as the sole placement agent for the offering. WestPark Capital, Inc. is acting as a financial advisor for the offering.
The offering is being made pursuant to a registration statement on Form F-3 (File No. 333-289554) initially filed with the Securities and Exchange Commission (“SEC”) on August 13, 2025, and declared effective by the SEC on August 21, 2025 (the “Registration Statement”). The Ordinary Shares are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective Registration Statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available, by contacting Titan Partners Securities LLC, 4 World Trade Center, 150 Greenwich Street, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Innoviz
Innoviz is a leading provider of LiDAR technology, serving as a Tier-1 supplier to the world's leading automotive manufacturers while extending its existing sensing
solutions into defense, homeland security, industrial, and smart infrastructure markets.
Innoviz's LiDAR sensors and complementary software suite are designed to deliver exceptional range, resolution, and reliability, providing accurate 3D sensing even in harsh weather conditions. Built to meet the automotive industry's strict standards for performance and safety, Innoviz's sensors are increasingly supplied for applications that demand precise, real-time spatial awareness and continuous object localization.
Operating across the U.S., Europe, and Asia, Innoviz designs solutions for automotive OEMs, system integrators, municipalities, commercial enterprises, government organizations, and other customers worldwide. Under the Perciz brand, Innoviz offers its existing automotive-grade LiDAR sensors for defense, counter-UAS, perimeter intrusion detection, and homeland security applications.
Perciz is Innoviz's dedicated defense and homeland security brand, focused on using Innoviz's existing LiDAR solutions for defense, homeland security, and critical infrastructure applications. By using Innoviz's rich data, we believe operators will be able to perceive, understand, and act in the physical world with greater intelligence and precision. Perciz has the ability to support the next-generation defense and homeland security systems designed to address the increasing complexity of modern threats.
Media Contact
Media@innoviz-tech.com
Investor Contact
Investors@innoviz-tech.com
Forward Looking Statement
This press release includes forward-looking statements within the meaning of the federal securities laws, including statements regarding the completion and timing of the offering and the intended use of the proceeds. Forward-looking statements represent Innoviz’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of Innoviz’s securities, risks relating to Innoviz’s business and the satisfaction of closing conditions in the securities purchase agreement related to the offering. The forward-looking statements included in this press release speak only as of the date of this press release, and Innoviz does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
Exhibit 99.2
Leading the World to Safety July 2026 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333 - 289554 Relating to the Prospectus Supplement Dated July 27 , 2026 (To Prospectus Dated August 21 , 2025 )
Forward Looking Statements 2 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confidential. No Part of this Document May be Reproduced or Disclosed in Any Manner. This presentation contains certain forward - looking statements within the meaning of the federal securities laws, including statements regarding the services and products offered by Innoviz, the anticipated technological capability of Innoviz's products, the markets in which Innoviz operates, expected NRE payments, the anticipated scaling of production, and Innoviz's projected future operational and financial results, the ability to successfully execute Innoviz's strategy for the Perciz brand and its defense and security market initiatives, including the marketing, integration, and sale of its existing products for such markets, the ability to achieve broader market adoption of Innoviz's products and solutions, the ability to identify and realize additional opportunities, potential changes and developments in the highly competitive LiDAR technology and related industries, the ability to maintain and scale initial deployments into long - term commercial relationships, the risk that evaluations, pilot programs, demonstrations, or initial deployments do not lead to production deployments or commercial contracts, the ability to advance collaborations or partnerships into definitive development, integration, supply, or other commercial arrangements, the ability of Innoviz's products and integrations to meet applicable specifications and performance thresholds, the regulatory, licensing, and other requirements applicable to the defense and security markets and their potential impact on the timing and scope of Innoviz's activities in those markets, the risk that Innoviz's products do not achieve or maintain their anticipated performance, including centimeter - level positioning, under field and operational conditions, the risk that anticipated demand in the defense and homeland security markets does not materialize or does not result in revenue on the anticipated timeline, the risk that Innoviz does not obtain or maintain the export authorizations, marketing licenses, and other governmental approvals required to offer its products in the defense and security markets, including revenue and NREs . These forward - looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions . Forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties . "NRE (Non - Recurring Engineering)" is booked services that may be ordered from Innoviz usually as part of a program design win and includes, among other things, application engineering, product adaptation services, testing and validation services, standards and qualification work and change requests (usually during the lifetime of a program) . NREs may be paid based on milestones over the development phase of the project which may take a few years . Many factors could cause actual future events, and, in the case of our forward - looking revenues and NRE bookings, actual orders or actual payments, to differ materially from the forward - looking statements in this presentation, including but not limited to, the ability to implement business plans, forecasts, and other expectations, the ability to convert design wins into definitive orders and the magnitude of such orders, the ability to achieve broader market adoption of Innoviz's products and solutions, the ability to maintain and scale initial deployments into long - term commercial relationships, the ability of preliminary arrangements, including evaluation engagements and letters of intent, to result in definitive supply, development, or commercial agreements on expected terms and volumes, the possibility that NRE would be set off against liabilities and indemnities, the ability to identify and realize additional opportunities, potential changes and developments in the highly competitive LiDAR technology and related industries, and our expectations regarding the impact of geopolitical developments in the Middle East including the evolving conflict in Israel on our ongoing operations . The foregoing list is not exhaustive . You should carefully consider such risk and the other risks and uncertainties described in Innoviz's annual report on Form 20 - F for the year ended December 31 , 2025 , filed with the U . S . Securities and Exchange Commission ("SEC") on March 4 , 2026 (the "Annual Report"), and in other documents filed by Innoviz from time to time with the SEC . These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements . The agreements and letters of intent referenced in this presentation are subject to various conditions, including, in certain cases, successful completion of evaluation phases, negotiation of definitive terms, and customer election to proceed . There can be no assurances that any such arrangement will result in definitive agreements, firm orders, payments, or series production, or that volumes, timing, or commercial terms will align with current expectations . Forward - looking statements speak only as of the date they are made . Viewers are cautioned not to put undue reliance on forward - looking statements, and Innoviz assumes no obligation and does not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . Innoviz gives no assurance that it will achieve its expectations . Although Innoviz's financial statements as of and for the six - months ended June 30 , 2026 are not yet final, the preliminary results disclosed herein are based on the information available to Innoviz at this time . As such, actual results may vary from the preliminary results presented herein and will not be finalized until after Innoviz completes its normal end - of - quarter accounting procedures, which have not yet been completed . The preliminary financial results presented herein are not a comprehensive statement of Innoviz's financial results for the six - months ended June 30 , 2026 . These estimates should not be viewed as a substitute for Innoviz's full interim or annual financial statements . Accordingly, you should not place undue reliance on these preliminary results . These preliminary results should be read in conjunction with (i) the information set forth under "Risk Factors" in Innoviz's prospectus supplement dated July 27 , 2026 , in the accompanying prospectus, and under similar headings in the documents that are incorporated by reference therein, including Innoviz's Annual Report, and (ii) the information incorporated by reference into the accompanying prospectus, including the financial statements, and the other information in the exhibits to the registration statement of which the prospectus is a part . Preliminary results included in this presentation have been prepared by, and are under the responsibility of, Innoviz's management . Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, has not audited, examined, reviewed, compiled, or applied agreed - upon procedures with respect to the preliminary results . Accordingly, Kesselman & Kesselman does not express a n opinion or any other form of assurance with respect thereto . The report of Kesselman & Kesselman incorporated in this presentation by reference to the Annual Report relates to Innoviz's previously issued financial statements . It does not extend to the preliminary results and should not be read to d o so .
Automotive Customers & Partners Defense and Security Customers & Partners Innoviz at a Glance Mission Statement To deliver best - in - class off - the - shelf LiDAR solutions for security, intelligent traffic management, mobility, robotics and additional applications based on our automotive experience Unique Offering INNOVIZ TWO Long - Range and ULR LiDAR INNOVIZ THREE Automotive - Grade Long Range LiDAR INNOVIZ TWO SMR Wide - FOV Short/Medium - Range LiDAR INNOVIZ SMART Non - automotive Applications Global Presence 360 Employees Israel Silicon Valley Germany Romania Thailand (CM) INNOVIZ Security and Defense Applications 3 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confidential. No Part of this Document May be Reproduced or Disclosed in Any Manner.
4 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confidential. No Part of this Document May be Reproduced or Disclosed in Any Manner. Summary Introduction © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confidential. No Part of this Document May be Raising capital after rapidly gaining traction in the Defense and Security market Financial Update* 2 Q Revenues $ 17.9 - $ 18.1 million Cash position** as of June 30 , 2026 $ 48.4 - $ 48.5 million Entry into Defense Market with Perciz: Innoviz ’ s precise, reliable LiDAR, newly branded as Perciz, is well - positioned to solve critical, urgent challenges in the Defense and Homeland Security market. Five Defense Engagements: Since April, Kela, Drive Group, Givon, Regulus, and AeroNous announced opportunities to deploy Innoviz LiDARs in their solutions for defense and security applications Appointment of Yoav Har - Even: Maj. Gen. (Ret.) Yoav Har - Even, former CEO of Rafael Advanced Defense Systems, has joined the board and is expected to provide his expertise to advance our growing momentum in Defense and Security Automotive Partnerships and Projects: Customers include VW Group, Mobileye, and Daimler Truck, with SOPs targeting 2027 and 2028 across L 3 and L 4 programs. Development programs are on track with LOXO and others. Actively pursuing open RFIs and RFQs. *These are preliminary, unaudited results. See "Preliminary Financial Results" on slide 2 . **Includes cash and cash equivalents, bank deposits, marketable securities and short - term restricted cash on the balance sheet Reproduced or Disclosed in Any Manner.
5 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confi dential. No Part of this Document May be Defense & Security Complex, Urgent Challenges Reproduced or Disclosed in Any Manner. Emerging Drone Threat • Small drones fly below radar, evading detection and tracking • Fiber - optic control defeats jamming and RF - based detection • Swarm formations and erratic flight overwhelm tracking systems • Birds and vegetation often drive false positives • Low - cost drones exhaust high - cost interceptors Perimeter Security • Current detection systems using radar have limited resolution • Environmental conditions and terrain may interfere with sensors • Metal structures like fences affect radar performance • Evasive tactics may prevent detection • Challenges in classifying and identifying people and objects 5
6 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confi dential. No Part of this Document May be Reproduced or Disclosed in Any Manner. Provide centimeter - level, continuous 3 D localization for Counter - UAS and Perimeter Security applications Track low - altitude threats in real time even in the absence of RF/GPS signatures Maintain accuracy in urban, cluttered, and sub - kilometer environments where radar and camera - based solutions struggle Support perimeter intrusion detection for critical infrastructure and border security Detect and classify potential incoming threats at ranges up to 1,000 meters Defense & Security LiDAR - based Solutions
7 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confidential. No Part of this Document May be Reproduced or Disclosed in Any Manner. 7 Kela – intends to field Innoviz LiDAR across its unified situational operations platform Traction in Defense & Homeland Security Market Drive Group – strategic collaboration with Innoviz to advance AI - powered LiDAR solutions for Security and ITS Cogniteam – Innoviz powers new CUAS classification module for advanced security systems AeroNous – partners with Innoviz to strengthen real - time localization across CUAS command - and - control platform Regulus and Givon are exploring Innoviz LiDARs for integration into their CUAS systems
Automotive Progress Innoviz is enabling Mobileye Drive as Mobileye establishes vertically integrated robotaxi business – potential opportunity of 150 k Innoviz LiDARs Level 3 and Level 4 programs, including VW ID Buzz and others, are on track with VW , Daimler Truck , and Mobileye ahead of upcoming SOPs Development programs with LOXO and others are progressing 8 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confi dential. No Part of this Document May be Reproduced or Disclosed in Any Manner. 8
Multiple RFQs open for L 3 (consumer) and L 4 (commercial); robust interest in L 4 from traditional and new automotive OEMs L 3 automation is seen by OEMs as a key differentiator for future consumer vehicles, enabling safety features and driving gross margins InnovizThree for behind - the - windshield integration offers “ holy grail ” of automotive LiDAR integration with small size, reduced power consumption, and lower cost. 8 © Innoviz Technologies Ltd. 2026 All Rights Reserved – Proprietary & Confi dential. No Part of this Document May be Reproduced or Disclosed in Any Manner. 9 Level 3 and Level 4 Auto Landscape
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