As filed with the Securities and Exchange Commission on September 4, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Foresight Autonomous Holdings Ltd.
(Exact name of registrant as specified in its charter)
| State of Israel | Not applicable | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
7 Golda Meir, Ness Ziona, 7414001 Israel
(Address of Principal Executive Offices)
Foresight Autonomous Holdings Ltd. 2024 Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
302-738-6680
(Name, address and telephone number of agent for service)
COPIES TO:
Oded Har-Even, Esq. Ron Ben-Bassat, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 (212)-660-3000 |
Gregory Irgo, Adv. Ido Zaborof, Adv. Lipa & Co 2 Weitzman St Tel Aviv 6423902, Israel (972) 3-607-0690 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☐ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8, or the Registration Statement, is to register 60,000,000 additional ordinary shares, or the “Additional Securities”, of Foresight Autonomous Holdings Ltd., the “Registrant” or the “Company,” to be reserved for issuance under the Foresight Autonomous Holdings Ltd. 2024 Share Incentive Plan, or the “Plan,” which are in addition to the 30,000,000 ordinary shares under the Plan registered on the Company’s Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission, or the “Commission,” on January 30, 2026 (Commission File No. 333- 293074) and the 9,428,571 ordinary shares under the Plan registered on the Company’s Registration Statements on Form S-8 filed by the Registrant with the Commission on July 12, 2024 (Commission File No. 333- 280778), or the “Prior Registration Statements.”
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding registration of Additional Securities. Pursuant to Instruction E of Form S-8, the content of the Prior Registration Statements is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
The increase in the number of ordinary shares authorized for issuance under the Plan was approved by the board of directors of the Company on August 13, 2026.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of this registration statement have been or will be sent or given to participating employees of the Plan as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended, or the “Securities Act,” in accordance with the rules and regulations of the United States Securities and Exchange Commission, or the “Commission.” Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
| 1 |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following additional documents, which have been filed by the Registrant with the Commission are incorporated by reference in and made a part of this Registration Statement, as of their respective dates:
| (a) | The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2025, filed on March 25, 2026, or the 2025 Annual Report; |
| (b) | The Registrant’s Reports on Form 6-K furnished to the Commission on March 26, 2026 (with respect to the bullet points under the section titled “Second Half 2025 and Recent Corporate Highlights,” the sections titled “Fourth Quarter 2025 Financial Results,” “Full Year 2025 Financial Results,” “Balance Sheet Highlights,” “Use of Non-GAAP Financial Results” and “Forward-Looking Statements” and the U.S. GAAP financial statements in the press release attached thereto as Exhibit 99.1); April 20, 2026 (with respect to the first four and the sixth paragraphs of the press release in the press release attached thereto as Exhibit 99.1); April 24, 2026 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” of the press release attached thereto as Exhibit 99.1); April 29, 2026 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” of the press release attached thereto as Exhibit 99.1); May 20, 2026 (with respect to the first five, seventh and eighth paragraphs and the section titled “Forward-Looking Statements” of the press release attached thereto as Exhibit 99.1); June 8, 2026; June 15, 2026; June 18, 2026; July 24, 2026; July 27, 2026 (with respect to the first four, sixth and seventh paragraphs and the section titled “Forward-Looking Statements” of the press release attached thereto as Exhibit 99.1); and August 14, 2026 (with bullet points of the section titled “First Half 2026 Highlights,” the sections titled “Second Quarter 2026 Financial Results,” “First Half 2026 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the GAAP financial statements in the press release attached thereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3); and |
| (c) | The description of the Company’s ordinary shares and American Depositary Shares contained in the Company’s registration statement on Form 20-F (File No. 001-38094), filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as amended by Exhibit 2.2 to the 2025 Annual Report, and including any further amendment or report filed or to be filed for the purpose of updating such description. |
In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| II-1 |
Item 8. Exhibits.
| * | filed herewith. |
| II-2 |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ness Ziona, State of Israel, on September 4, 2026.
| FORESIGHT AUTONOMOUS HOLDINGS LTD. | ||
| By: | /s/ Haim Siboni | |
| Name: | Haim Siboni | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Foresight Autonomous Holdings Ltd., hereby severally constitute and appoint Haim Siboni and Eli Yoresh, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Haim Siboni | Chief Executive Officer and Chairman of the Board | September 4, 2026 | ||
| Haim Siboni | (principal executive officer) | |||
| /s/ Eli Yoresh | Chief Financial Officer | September 4, 2026 | ||
| Eli Yoresh | (principal financial officer and principal accounting officer) | |||
| /s/ Ehud Aharoni | Director | September 4, 2026 | ||
| Ehud Aharoni | ||||
| /s/ Daniel Avidan | Director | September 4, 2026 | ||
| Daniel Avidan | ||||
| /s/ Zeev Levenberg | Director | September 4, 2026 | ||
| Zeev Levenberg | ||||
| /s/ Vered Raz-Avayo | Director | September 4, 2026 | ||
| Vered Raz-Avayo | ||||
| /s/ Moshe Scherf | Director | September 4, 2026 | ||
| Moshe Scherf |
| II-3 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Foresight Autonomous Holdings Ltd., has signed this Registration Statement on Form S-8 on September 4, 2026.
| Puglisi & Associates | |
| Authorized U.S. Representative | |
| /s/ Donald J. Puglisi | |
| Donald J. Puglisi | |
| Managing Director |
| II-4 |