20-F: Gauzy Ltd. Amends Warrant Agreement with OIC Growth Gauzy Holdings, LLC

Gauzy Ltd. amends and restates a warrant agreement with OIC Growth Gauzy Holdings, LLC, increasing the number of ordinary shares purchasable and adjusting terms.

Summary

• Gauzy Ltd. has amended and restated a warrant agreement with OIC Growth Gauzy Holdings, LLC, effective March 6, 2025.
• The amended warrant allows OIC Growth Gauzy Holdings, LLC to purchase 863,486 ordinary shares at an exercise price of $15.61 per share, replacing a previous warrant to purchase preferred shares.
• The exercise period for the warrant extends until November 8, 2028.
• The warrant includes provisions for cash exercise and net exercise, as well as adjustments to the number of warrant shares and exercise price in the event of dividends, share splits, recapitalizations, etc.
• The holder's ability to exercise the warrant may be limited if it would result in the holder beneficially owning more than a certain percentage of the company's outstanding ordinary shares.
• The agreement outlines company representations and warranties, covenants related to exercised shares, and notice requirements for certain corporate actions.
• The warrant is governed by the laws of the State of Israel, with exclusive jurisdiction in the competent courts in Tel-Aviv-Jaffa, Israel.

Sentiment

Score: 6

Explanation: The document is a legal agreement, so the sentiment is neutral. It outlines the terms of a financial instrument, which is neither inherently positive nor negative.

Positives

• The amended warrant provides OIC Growth Gauzy Holdings, LLC with the opportunity to increase its stake in Gauzy Ltd.
• The agreement includes provisions to protect the holder's exercise rights against impairment.

Negatives

• The holder's ability to exercise the warrant may be limited if it would result in the holder beneficially owning more than a certain percentage of the company's outstanding ordinary shares.

Risks

• The warrant and the securities issuable upon exercise have not been registered under the Securities Act of 1933 and may not be sold, transferred, assigned, or hypothecated unless registered or exempt from registration.
• The holder's ability to exercise the warrant may be limited if it would result in the holder beneficially owning more than a certain percentage of the company's outstanding ordinary shares.

Future Outlook

The document does not contain specific forward-looking statements beyond the terms and conditions of the warrant itself.

Industry Context

This announcement is typical in the context of venture capital and private equity investments, where warrants are used to provide investors with the potential for additional returns based on the company's performance.

Comparison to Industry Standards

• The terms of this warrant, including the exercise price and expiration date, are within the typical range for similar agreements in the technology sector.
• The anti-dilution provisions and limitations on ownership are also standard clauses designed to protect both the company and the investor.

Stakeholder Impact

• Existing shareholders may experience dilution if the warrant is exercised.
• OIC Growth Gauzy Holdings, LLC will have an increased stake in the company if the warrant is exercised.

Next Steps

• OIC Growth Gauzy Holdings, LLC may exercise its right to purchase ordinary shares at any time during the exercise period.
• The company will need to monitor compliance with the terms of the warrant, including adjustments to the number of shares and exercise price.

Key Dates