Foresight: Eye-Net Secures $2.75 Million Investment Reflecting $45 Million Valuation
Summary
Eye-Net granted the investors certain antidilution protections in the event of a down round effectuated within a year of the closing of their investment, subject to a floor valuation of $30 million.In addition, Foresight agreed to issue warrants to purchase American Depositary Shares (ADSs), each representing 30 ordinary shares of Foresight, as follows: (i) Series A Warrants to purchase ADSs at an exercise price of $0.01 per ADS, exercisable until the later of June 30, 2025 or 90 days from the date on which the Registration Statement (as defined below) becomes effective, for a number of ADSs equal to the quotient of (A) the investment amount paid by each investor divided by (B) the lowest closing price of the ADSs on Nasdaq during the five trading days preceding the exercise date; provided that in no event shall the aggregate number of ADSs issuable upon exercise of the Series A Warrants exceed 6,111,111 ADSs, and (ii) Series B Warrants to purchase ADSs at an exercise price per ADS equal to 125% of the most recent price of the ADSs on Nasdaq known at the closing of the transaction (the "Closing ADS Price"), exercisable for a 24 month period following the closing, for a number of ADSs equal to 75% of the quotient of (A) the investment amount paid by each investor divided by (B) the Closing ADS PriceThe Series A Warrants and Series B Warrants will not be listed for trade; however, Foresight will file a resale registration statement with the SEC to cover the resale of the ADSs issuable upon the exercise of the Series A Warrants and Series B Warrants ("Registration Statement").An investment of $2.1 million out of the total investment amount was completed today, with the remaining balance expected to close on or about March 13, 2025, contingent upon the fulfillment of conditions customary for such transactions, including obtaining appropriate regulatory approvals and accuracy of representations and warranties. By leveraging cutting-edge artificial intelligence (AI) technology, advanced analytics, and existing cellular networks, Eye-Nets innovative solution suite delivers real-time pre-collision alerts to all road users using smartphones and other smart devices within vehicles.For more information about Eye-Net, please visit www.eyenet-mobile.com, or follow the Companys LinkedIn page, Eye-Net Mobile X (formerly Twitter), @EyeNetMobile1 and Instagram channel, Eyenetmobile1, the contents of which are not incorporated into this press release.Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing smart multi-spectral vision software solutions and cellular-based applications. Through the Companys wholly owned subsidiaries, Foresight Automotive Ltd. and Foresight Changzhou Automotive Ltd., Foresight develops in-line-of-sight vision systems, while Eye-Net Mobile Ltd. develops beyond-line-of-sight accident-prevention solutions.Foresights vision solutions include modules of automatic calibration and dense three-dimensional point cloud that can be applied to different markets such as automotive, defense, autonomous vehicles, and heavy industrial equipment.For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on X (formerly Twitter), or join Foresight Automotive on LinkedIn.This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, Foresight is using forward-looking statements in this press release when it discusses the expected closing of the offering and the anticipated use of proceeds. Because such statements deal with future events and are based on Foresights current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements in this press release.The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in Foresights annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission ("SEC") on March 27, 2024, and in any subsequent filings with the SEC.