Form CB - Tender Offer/Rights Offering Notification Form
2023年9月15日 - 5:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
CB
(Amendment
No.__)
TENDER
OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights
Offering) |
☐ |
Securities Act Rule 802 (Exchange Offer) |
☐ |
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
☒ |
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
☐ |
Exchange Act Rule 14e-2(d) (Subject Company Response) |
☐ |
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
(Name
of Subject Company)
N/A
(Translation
of Subject Company’s Name into English (if applicable))
Israel
(Jurisdiction
of Subject Company’s Incorporation or Organization)
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
(Name
of Person(s) Furnishing Form)
Ordinary
Shares, no par value
(Title
of Class of Subject Securities)
345523104
(CUSIP
Number of Class of Securities (if applicable))
Eli
Yoresh
Chief
Financial Officer
7
Golda Meir
Ness
Ziona 7403650, Israel
(Name,
Address (including zip code) and Telephone Number (including area code) of
Person(s)
Authorized to Receive Notices and Communications on Behalf of Subject Company)
September
14, 2023
(Date
Tender Offer/Rights Offering Commenced)
PART
I - INFORMATION SENT TO SECURITY HOLDERS
Item
1. Home Jurisdiction Documents.
The
following documents are attached as exhibits to this Form CB:
Item
2. Informational Legends.
Not
applicable.
PART
II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
Not
applicable.
PART
III - CONSENT TO SERVICE OF PROCESS
On
the date hereof, Foresight Autonomous Holdings Ltd. is submitting to the Securities and Exchange Commission an appointment of agent for
service of process and undertaking on Form F-X, dated September 14, 2023.
PART
IV - SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
Foresight Autonomous Holdings Ltd. |
|
|
Date: September 14, 2023 |
By: |
/s/ Eli Yoresh |
|
Name: |
Eli Yoresh |
|
Title: |
Chief Financial Officer |
Exhibit
99.1
Dear
____________,
Re:
Repricing of Options
We
are pleased to inform you that on May 31, 2023, the Board of Directors of Foresight Autonomous Holdings Ltd. (the “Company”)
resolved to reduce to NIS 0.5 the exercise price per ordinary share of all the outstanding options previously issued to you under the
Company’s 2016 equity incentive plan (the “Options” and the “Plan”, respectively), subject
to your approval, as detailed in the table under your consent below (the “Repricing”).
All
other terms of the options which were granted to you as part of the “Option Agreement to Purchase Ordinary Shares of Foresight
Autonomous Holdings Ltd.” (the “Option Agreement”), will remain unchanged.
In
order for your Options to continue to be subject to the capital gains tax route of Section 102(b)(2) of the Israeli Income Tax Ordinance
[New Version] – 1961 (the “Capital Gains Tax Route” and the “Ordinance”, respectively), and
in order for you to continue to enjoy preferential tax treatment with respect to the Options, the Company approached the Israeli Tax
Authority and obtained a special tax ruling according to which the Repricing will not be deemed as a tax event and the Options will continue
to be subject to the provisions of the Capital Gains Tax Route (the “Tax Ruling”).
Please
note, that according to the Tax Ruling, and notwithstanding anything to the contrary in the Option Agreement, the two-year trust period
required under the terms of the Capital Gains Tax Route, will be re-measured from the later date of Repricing approval by the relevant
organs of the Company or the Tax Ruling request date, and this date should be the date of grant according to the Capital Gain Tax Route
for tax purposes. The Tax Ruling includes additional terms and conditions, as set forth in Exhibit “A”, which
is attached to this letter.
Should
you wish to participate in the Repricing, please check the relevant box below referring to the Option grant(s) you wish to include in
the Repricing. Please note that Options subject to the Repricing will be treated pursuant to the provisions of the Tax Ruling as set
forth above.
Sincerely
Yours,
Foresight
Automotive Ltd.
Consent:
I,
the undersigned, have read the above notice and declare that I understand and agree to the aforesaid. I will have no claims and complains
towards Foresight Autonomous Holdings Ltd., its subsidiaries, successors, agents and representative with respect to this notice, the
Repricing, the Options and its taxation.
I
would like the Repricing to apply to the following grants of Options:
Check
the Box |
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Date
of Grant |
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Granted
Options |
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Exercise
Price |
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Currency: |
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NIS |
☐ |
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NIS |
☐ |
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NIS |
Exhibit
A
The
Tax Arrangement and Main Conditions
1. | The
date of the Repricing shall be considered as the date of grant, as such term is defined in
section 102 of the Ordinance, for all intents and purposes. Regarding all options of the
Plan on which the repricing was performed (hereinafter: the “Repriced Options”),
including for the purpose of the “End of the Period” as such term is defined
in Section 102 of the Ordinance and the calculation of the ordinary income benefit of Section
102(b)(3) of the Ordinance, and this is provided that the Company’s shares are listed
for trade on the stock exchange or if the Company’s shares shall be listed for trade
on the stock exchange within 90 days from the Date of the Repricing. |
| |
2. | The
execution of the Repricing by the Company shall not be taxed, and this is subject to fulfilling
the conditions of this tax ruling. |
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3. | The
capital gains route provisions shall apply on the Repriced options - Sections 102B(2), 102B(3)
and 102B(4) of the Ordinance, as applicable, and for all intents and purposes. The tax on
the value of the benefit from the Repriced Options, shall be calculated, withheld at source
and shall be paid only on the realization date, as such term is defined in Section 102 of
the Ordinance (hereinafter: the “Realization Date”) of the Repriced Options. |
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4. | The
value of the benefit on the Realization Date shall be deemed as income derived in Israel.
In addition, the employees shall be viewed as Israeli residents until the Realization Date,
in respect of the income derived from the Options subject to this tax ruling. |
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5. | In
calculating the profit and the tax amount as provided in this tax ruling, no deductions,
set-offs, exemptions, profit rescheduling and/or a reduced tax rate and/or tax credits shall
be allowed from the applicable tax, including from foreign taxes, and the provisions of Sections
94B, 101 and 100A of the Ordinance shall not apply in respect thereof. In the event that
it is established by the Employee in the filing of the personal tax return that foreign taxes
by a foreign country was charged, with respect to the income from the realization of the
Options, and that the tax was paid, the Israeli Income Tax Authority will consider granting
credit in respect for the foreign taxes in accordance with the provisions of applicable law
and the treaties for the prevention of double taxation. |
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6. | The
Company shall not demand any expense with respect to the Repricing of the Options, including
professional fees with respect to the execution of the Repricing. It is clarified that this
section shall apply even if the employees and/or the Company will violate their obligation
as stated in the Tax Ruling. In addition, it shall be clarified that on the Realization Date
of the Repriced Options by the employees, the Company shall not demand any expense, other
than in accordance with Section 102(d) of the Ordinance. |
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7. | The
Plan, the Options, the employees, the Company, and the Trustee are subject to all the conditions
in Section 102 of the Ordinance and the rules promulgated thereunder. In addition, the Tax
Ruling shall be in effect provided that and for as long as all the provisions of Section
102 of the Ordinance and the rules promulgated thereunder are being complied with from the
date of grant of 102 capital gain Options and exercised shares for Employees, provided that
it is not otherwise determined in the Tax Ruling (the “Legal Conditions”). |
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8. | The
Tax Ruling is granted based on the representations that have been made to the Israeli Tax
Authority in writing and verbally including those set out in Section 1 above. However, should
it turn out that the details given within the framework of the request, all or part of them,
are incorrect, or materially incomplete and/or any of the conditions of the Ruling and/or
the Legal Conditions were not met and/or a transfer of the shares from the Trustee is made,
other than a sale to a third party that is not a relative, as defined in Section 88 of the
Ordinance (hereinafter jointly: the “Breach”), then the following shall
apply: the employees which were granted Repriced Options subject to the Tax Ruling and have
committed a Breach shall be subject to tax as work income according to Section 2(2) of the
Ordinance, for the higher of the value of the benefit on the date of grant and the value
of the benefit on the Realization Date or Breach. |
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9. | Every
term in the Tax Ruling shall have the meanings ascribed to it in Part E-1 of the Ordinance,
unless otherwise expressly stated. |
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10. | The
Tax Ruling does not constitute an assessment or approval of facts as were presented by the
Company. The facts as presented shall be examined by the assessing officer during the assessment
discussions of the file of the Company and/or the holders of the Options, as applicable. |
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