Gauzy Raises $7M From Management to Fund Court-Approved Settlement

Updates

1. Oct 16, 5:07 PM ET · SEC 6-K — Gauzy announced a $7 million PIPE that closed October 15, 2026, with $1,638,000 refundable if the Lyon Commercial Court does not approve the French continuation plan by November 13, 2026.

   • PIPE Pricing and Shares — PIPE price $2.9371 per share; 2,383,279 ordinary shares to purchasers for $7,000,000 aggregate gross proceeds. Additional 953,311 ordinary shares issued to Settlement Trustees; total 3,336,590 ordinary shares issued. Post-offering fully diluted ownership: Purchasers ~50%, Settlement Trustees ~20%, remaining pre-offering shareholders ~30%.
   • Purchasers and Subscriptions — Purchasers led by CEO Eyal Peso; Chutzpah Holdings LP subscribed $5,000,000 for 1,702,342 shares. Kukac LLC subscribed $2,000,000 for 680,937 shares; Conditional Amount $1,638,000 forms part of the Subscription Amount. Kukac pre-funded $112,000 (EUR 100,000) in August 2026; pays $1,888,000 at closing, of which $1,638,000 is Conditional Amount.
   • French Approval Condition — French Approval Deadline November 13, 2026; if not approved, $1,638,000 returned within five Business Days and corresponding shares cancelled.
   • Closing Conditions
     • Kukac closing conditioned on delivery of LOC Release Agreement among JPMorgan Chase Bank, N.A., Bank Mizrahi-Tefahot Ltd. and Chutzpah confirming the $5,000,000 JPMorgan letter of credit to Mizrahi is released immediately upon Company's receipt of $5,000,000 in PIPE subscription funds from Chutzpah.
     • Kukac closing conditioned on delivery of Conditional Amount Letter from Settlement Trustees confirming Conditional Amount held by Settlement Trustees, not disbursed to Company, and Shares for Conditional Amount held for Kukac's account.
   • Governance and Corporate Actions
     • Authorized share capital increased to 5,000,000 ordinary shares; Articles of Association amended accordingly.
     • No shareholder approval required because transactions carried out pursuant to the Court-approved Settlement.
     • Purchasers intend to form a special purpose vehicle to which they will assign Purchase Agreement rights and transfer their Ordinary Shares.
     • Resale registration statement to be filed within sixty days from the Company's Annual Report on Form 20-F filing.
     • Executive officers and directors entered 30-day lock-up agreements commencing on the date of the Purchase Agreement, October 12, 2026.
     • Company agreed to indemnify Purchasers against losses from inaccuracies in Company representations or warranties and certain shareholder actions.
     • Purchase Agreement governed by laws of the State of Israel; exclusive jurisdiction of competent courts of Tel Aviv-Jaffa, Israel.
     • Company agreed to apply to list the Ordinary Shares issued in the Offering on Nasdaq.
     • Company must take all necessary steps to be in full compliance with the Securities Exchange Act of 1934 and keep its Ordinary Shares listed on the Nasdaq Stock Market, LLC on or before November 11, 2026.
     • Company to notify Israel Innovation Authority of change in control if required.
   • Settlement Details — Settlement resolves approximately $61 million of the Company's pre-petition liabilities; Tel Aviv-Jaffa District Court final approval effective September 8, 2026, under Israeli Insolvency and Economic Rehabilitation Law, 5758-2018, Insolvency Proceeding No. 51175-03-26.
   All 20 details

   • PIPE price $2.9371 per share; 2,383,279 ordinary shares to purchasers for $7,000,000 aggregate gross proceeds.
   • Additional 953,311 ordinary shares issued to Settlement Trustees; total 3,336,590 ordinary shares issued.
   • Post-offering fully diluted ownership: Purchasers ~50%, Settlement Trustees ~20%, remaining pre-offering shareholders ~30%.
   • Purchasers led by CEO Eyal Peso; Chutzpah Holdings LP subscribed $5,000,000 for 1,702,342 shares.
   • Kukac LLC subscribed $2,000,000 for 680,937 shares; Conditional Amount $1,638,000 forms part of the Subscription Amount.
   • Kukac pre-funded $112,000 (EUR 100,000) in August 2026; pays $1,888,000 at closing, of which $1,638,000 is Conditional Amount.
   • Authorized share capital increased to 5,000,000 ordinary shares; Articles of Association amended accordingly.
   • No shareholder approval required because transactions carried out pursuant to the Court-approved Settlement.
   • French Approval Deadline November 13, 2026; if not approved, $1,638,000 returned within five Business Days and corresponding shares cancelled.
   • Purchasers intend to form a special purpose vehicle to which they will assign Purchase Agreement rights and transfer their Ordinary Shares.
   • Resale registration statement to be filed within sixty days from the Company's Annual Report on Form 20-F filing.
   • Executive officers and directors entered 30-day lock-up agreements commencing on the date of the Purchase Agreement, October 12, 2026.
   • Company agreed to indemnify Purchasers against losses from inaccuracies in Company representations or warranties and certain shareholder actions.
   • Purchase Agreement governed by laws of the State of Israel; exclusive jurisdiction of competent courts of Tel Aviv-Jaffa, Israel.
   • Company agreed to apply to list the Ordinary Shares issued in the Offering on Nasdaq.
   • Kukac closing conditioned on delivery of LOC Release Agreement among JPMorgan Chase Bank, N.A., Bank Mizrahi-Tefahot Ltd. and Chutzpah confirming the $5,000,000 JPMorgan letter of credit to Mizrahi is released immediately upon Company's receipt of $5,000,000 in PIPE subscription funds from Chutzpah.
   • Kukac closing conditioned on delivery of Conditional Amount Letter from Settlement Trustees confirming Conditional Amount held by Settlement Trustees, not disbursed to Company, and Shares for Conditional Amount held for Kukac's account.
   • Company must take all necessary steps to be in full compliance with the Securities Exchange Act of 1934 and keep its Ordinary Shares listed on the Nasdaq Stock Market, LLC on or before November 11, 2026.
   • Company to notify Israel Innovation Authority of change in control if required.
   • Settlement resolves approximately $61 million of the Company's pre-petition liabilities; Tel Aviv-Jaffa District Court final approval effective September 8, 2026, under Israeli Insolvency and Economic Rehabilitation Law, 5758-2018, Insolvency Proceeding No. 51175-03-26.