| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Foresight Autonomous Holdings Ltd. [ FRSX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 1,257,143(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to buy) | (4) | 11/30/2026 | Ordinary Shares(2) | 100,000 | $1.12(3) | D | |
| Stock Options (Right to buy) | (6) | 08/19/2027 | Ordinary Shares | 91,667 | $1.12(5) | D | |
| Stock Options (Right to buy) | (8) | 08/18/2029 | Ordinary Shares | 85,714 | $1.12(7) | D | |
| Explanation of Responses: |
| 1. Includes 1,128,571 ordinary shares, no par value per share, of the Issuer (the "Ordinary Shares") issuable upon the vesting of restricted share units ("RSUs") through January 1, 2029. Each RSU represents the right to receive one Ordinary Share. |
| 2. The Issuer's securities are listed as American Depository Shares ("ADS"), where one ADS represents 90 Ordinary Shares. Each ADS is convertible at any time, at the holder's election. The ADSs have no expiration date. |
| 3. The options were granted with an exercise price of NIS 3.50 and have been converted based on the ratio of 3.119 as of March 16, 2026. |
| 4. The options were granted on November 30, 2017 and fully vested as of September 30, 2020. |
| 5. The options were granted with an exercise price of NIS 3.50 and have been converted based on the ratio of 3.119 as of March 16, 2026. |
| 6. The options were granted on August 19, 2020 and fully vested as of July 1, 2023. |
| 7. The options were granted with an exercise price of NIS 3.50 and have been converted based on the ratio of 3.119 as of March 16, 2026. |
| 8. The options were granted on August 19, 2022 and fully vested as of December 31, 2025. |
| /s/ Oren Bar-On | 03/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||