6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: August 2022 (Report No. 2)

Commission file number: 001-38094

FORESIGHT AUTONOMOUS HOLDINGS LTD.

(Translation of registrant’s name into English)

7 Golda Meir

Ness Ziona 7403650 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): ☐

CONTENTS

This Report of Foreign Private Issuer on Form 6-K consists of (i) the Registrant’s press release issued on August 19, 2022, titled “Foresight Announces Second Quarter 2022 Financial Results,” which is attached hereto as Exhibit 99.1; (ii) the Registrant’s Interim Condensed Consolidated Financial Statements as of June 30, 2022, which is attached hereto as Exhibit 99.2; and (iii) the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2022, which is attached hereto as Exhibit 99.3.

The first two paragraphs, the sections titled “Second Quarter 2022 Financial Results,” “Balance Sheet Highlights,” “Second Quarter Corporate Highlights,” and “Forward-Looking Statements,” and the GAAP financial statements in the press release attached as Exhibit 99.1, Exhibits 99.2 and 99.3 are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-252334) and Form S-8 (Registration No. 333-229716 and 333-239474), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.	Description
99.1	Press release issued by Foresight Autonomous Holdings Ltd. on August 19, 2022, titled “Foresight Announces Second Quarter 2021 Financial Results.”
99.2	Foresight Autonomous Holdings Ltd.’s Interim Condensed Consolidated Financial Statements as of June 30, 2022.
99.3	Foresight Autonomous Holdings Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2022.
EX-101.INS	Inline XBRL Taxonomy Instance Document
EX-101.SCH	Inline XBRL Taxonomy Extension Schema Document
EX-101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
EX-101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB	Inline XBRL Taxonomy Label Linkbase Document
EX-101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document
EX-101.INS	Inline XBRL Taxonomy Instance Document

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Foresight Autonomous Holdings Ltd.
	(Registrant)
Date: August 19, 2022	By:	/s/ Eli Yoresh
	Name:	Eli Yoresh
	Title:	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

 

Foresight Announces Second Quarter 2022 Financial Results

NESS ZIONA, Israel — August 19, 2022 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) (“Foresight”), today reported financial results for the second quarter of 2022. Foresight ended the first half of 2022 with revenues of $248,000 and with $35.6 million in cash, cash equivalent, restricted cash and short-term deposits.

The Company reported a U.S. generally accepted accounting principles (“GAAP”) net loss of $10.1 million and a non-GAAP net loss of $9.7 million for the second quarter of 2022, compared to a GAAP net loss of $3.2 million and a non-GAAP net loss of $2.7 million for the second quarter of 2021, reflecting an increase of 216% and 259%, respectively, resulting mainly from revaluation of the Company’s investment in Rail Vision Ltd (Nasdaq: RVSN) (“Rail Vision”) to its fair value, after Rail Vision’s initial public offering in April 2022.

“Foresight’s performance in the second quarter of 2022 was focused on demonstrating the broad viability of our stereoscopic vision technology for autonomous and semi-autonomous vehicle applications. We believe that the agreements we signed with leading Tier One suppliers, ZF North America Inc. and Hitachi Astemo Americas Inc., as well as the progress made with Elbit Systems Ltd. mark a significant milestone in our sales cycle, as we move forward from proof of concept (POC) projects to a co-development stage, getting us closer to the design win stage in which we aim to win a contract for mass production,” said Haim Siboni, Foresight’s CEO.

“Our key business achievements reveal significant interest across markets, industries and geographies. During the second quarter, Foresight signed agreements with multiple Tier One suppliers for passenger vehicles, commercial vehicles, industrial technology, unmanned vehicles and vehicle-control systems. We believe that this diversity is a solid indication of the breadth and depth of Foresight’s total addressable market, and we expect to see continued interest in the second half of 2022 from industries including defense, transportation and agriculture.”

Second Quarter 2022 Financial Results

● Revenues for the three months ended June 30, 2022 amounted to $213,000. We did not generate revenues in the three months ended June 30, 2021. The revenues were generated from a successful completion of several milestones in of the customization project with Elbit Systems Ltd. (Nasdaq: ELBT) in the amount of $188,000, and from a completion of the first milestone of a POC project with a leading tier one supplier in the amount of $25,000.

● Research and development (R&D) expenses, net for the three months ended June 30, 2022 were $2,806,000, compared to $2,436,000 for the three months ended June 30, 2021. The increase is attributed mainly to an increase in payroll and related expenses in the amount of $439,000. R&D expenses in the second quarter of 2022 were offset by participation from the European Horizon 2020 program in the amount of $89,000.

 

● Marketing and sales (S&M) expenses, net for the three months ended June 30, 2022 were $605,000, compared to $489,000 for the three months ended June 30, 2021. The increase is attributed mainly to an increase in exhibitions, conventions and travel expenses in the amount of $85,000.

● General and administrative (G&A) expenses for the three months ended June 30, 2022 were $837,000, compared to $812,000 for the three months ended June 30, 2021.

● Finance expenses, net for the three months ended June 30, 2022 were $5,991,000, compared to finance income, net of $574,000 for the three months ended June 30, 2021. The decrease is mainly attributed to expenses from the revaluation of the Company’s investment in Rail Vision to its fair value following its initial public offering on Nasdaq, in the amount of $5,588,000 and by exchange rate differences and other expenses in the amount of $403,000.

● GAAP net loss for the three months ended June 30, 2022 was $10,116,000, or $0.03 per ordinary share, compared to a GAAP net loss of $3,163,000, or $0.01 per ordinary share, for the three months ended June 30, 2021.

● Non-GAAP net loss for the three months ended June 30, 2022 was $9,663,000, or $0.03 per ordinary share, compared to a non-GAAP net loss of $2,661,000, or $0.01 per ordinary share, in the same quarter last year. A reconciliation between GAAP net loss and non-GAAP net loss is provided in the financial statements that are part of this release.

Balance Sheet Highlights

● Cash, restricted cash and short-term deposits totaled $35.6 million as of June 30, 2022, compared to $45.7 million as of December 31, 2021.

● GAAP shareholders’ equity totaled $37.4 million as of June 30, 2022, compared to $48.6 million as of December 31, 2021. The decrease is attributed mainly to the net loss for the period.

Second Quarter Corporate Highlights:

● Foresight Collaborates with Chinese Tier One Supplier SUNWAY-AI on Product Development: In May, Foresight signed a memorandum of understanding (MOU) with SUNWAY-AI Technology Co., a global Chinese manufacturer of autonomous and unmanned intelligent vehicle products. According to the MOU, Foresight and SUNWAY-AI will establish a joint development program for an obstacle detection system for unmanned vehicles. The obstacle detection system will integrate Foresight’s stereoscopic technology using both thermal and visible light cameras. The MOU follows the successful completion of a POC project in January of this year.

2

 

● Elbit Reveals Unmanned Robotic Combat Vehicle Integrated with Foresight Technology: At Eurosatory, the world’s leading land and airland defense and security exhibition, Elbit Systems, in collaboration with the Israeli Defense Forces, revealed a prototype of its new unmanned robotic combat vehicle equipped with Foresight’s QuadSight vision system. Foresight’s stereo-camera solution supports obstacle detection, terrain analysis and navigation plans in challenging conditions, including off-road driving and zero-visibility sandstorms. The Eurosatory exhibition drew more than 100,000 visitors from around the world.

● Foresight Announces Joint Proof-of-Concept with Top Tier One Supplier ZF North America: In June, Foresight announced the signing of a joint paid POC project with ZF North America, a subsidiary of ZF Friedrichshafen AG (ZF). ZF is one of the world’s largest Tier One technology companies supplying systems for passenger cars, commercial vehicles and industrial technology. The POC project follows Foresight’s victory in the ZF Pitch Event held at the 2022 CES exhibition in January of this year.

● Foresight Signs Agreement with Hitachi Astemo Americas: In late June, Foresight announced an agreement with Hitachi Astemo Americas, a global Japanese Tier One supplier of engine management, electric powertrain and integrated vehicle-control systems for the automotive industry. Per the agreement, Hitachi Astemo will conduct a paid joint POC project to test Foresight’s QuadSight and Mono2Stereo™ technologies together with Hitachi Astemo’s existing camera systems for distance measurement and object detection in simulated and real-life autonomous driving scenarios. The joint POC follows the successful evaluation of a QuadSight vision system prototype in 2021.

● Foresight Participates in Virtual Events: During the second quarter, Foresight hosted and participated in multiple virtual events, drawing diverse investor attention to the company’s solutions for autonomous and semi-autonomous vehicles. In late March, Foresight presented and participated in a panel discussion at the Maxim Group Virtual Growth Conference. In May, Foresight hosted a virtual investor webinar on market trends and solutions for the autonomous and semi-autonomous era. Foresight also presented at the Sidoti Summer Small Cap Virtual Conference in June.

3

 

Use of Non-GAAP Financial Results

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the company’s earnings release contains non-GAAP financial measures of net loss for the period that exclude the effect of stock-based compensation expenses. The company’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of the company’s ongoing operations. Management also uses both GAAP and non-GAAP information in evaluating and operating business internally and as such deemed it important to provide all this information to investors. The non-GAAP financial measures disclosed by the company should not be considered in isolation or as a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. Reconciliations between GAAP measures and non-GAAP measures are provided later in this press release.

About Foresight

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 Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.

Foresight’s vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to diverse markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge AI technology and advanced analytics.

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on Twitter, or join Foresight Automotive on LinkedIn.

4

 

Forward-Looking Statements

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. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight is using forward-looking statements in this press release when it discusses its belief that the agreements it has signed mark a significant milestone in its sales cycle, as it moves forward from POC projects to a co-development stage, with the aim of winning contracts for mass production and its belief that the diversity of its customer’s industries is an indication of the breadth and depth of its total addressable market, and that it expects to see continued interest in the second half of 2022 from industries including defense, transportation and agriculture. Because such statements deal with future events and are based on Foresight’s 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 Foresight’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

Investor Relations Contact:

Miri Segal-Scharia

CEO

MS-IR LLC

msegal@ms-ir.com

917-607-8654

5

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	As of June 30, 2022			As of June 30, 2021			As of December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	25,024		$	23,750		$	28,073
Restricted cash		102			133			115
Short term deposits		10,506			28,462			17,513
Marketable equity securities		5			11			12
Other current receivables		573			524			660
Total current assets		36,210			52,880			46,373
Non-current assets:
Operating lease right of use asset		2,398			1,916			2,594
Investment in equity securities		-			4,011			4,011
Marketable equity securities		2,223			-
Fixed assets, net		646			408			503
		5,267			6,335			7,108
Total assets	$	41,477		$	59,215		$	53,481
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	251		$	220		$	253
Operating lease liability		617			416			587
Other accounts payables		1,542			1,689			1,865
Total current liabilities		2,410			2,325			2,705
Non-current liabilities:
Operating lease liability		1,625			1,547			2,143
Total liabilities		4,035			3,872			4,848
Shareholders’ equity:
Common stock of no par value;		-			-			-
Additional paid-in capital		129,032			127,492			128,209
Accumulated deficit		(91,944	)		(72,293	)		(79,804	)
Total Foresight Autonomous Holdings Ltd. shareholders’ equity		37,088			55,199			48,405
Non-controlling interest		354			144			228
Total equity		37,442			55,343			48,633
Total liabilities and shareholders’ equity	$	41,477		$	59,215		$	53,481

6

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. dollars in thousands

	Six months ended June 30,						Three months ended June 30,
	2022			2021			2022			2021
Revenues		248			--			213			--
Cost of revenues		(117	)		--			(90	)		--
Gross Profit		131			--			123			--
Research and development expenses, net		(5,498	)		(5,095	)		(2,806	)		(2,436	)
Sales and marketing		(1,229	)		(985	)		(605	)		(489	)
General and administrative		(2,025	)		(2,018	)		(837	)		(812	)
Operating loss		(8,621	)		(8,098	)		(4,125	)		(3,737	)
Finance income (expenses), net		(3,519	)		573			(5,991	)		574
Net loss		(12,140	)		(7,525	)		(10,116	)		(3,163	)

7

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

	Six months ended June 30,						Three months ended June 30,
	2022			2021			2022			2021
Net cash used in operating activities
Loss for the Period		(12,140	)		(7,525	)		(10,116	)		(3,163	)
Adjustments to reconcile loss to net cash used in operating activities:		4,033			1,761			6,838			(808	)
Net cash used in operating activities		(8,107	)		(5,764	)		(3,278	)		(3,971	)
Cash Flows from Investing Activities
Changes in short term deposits		7,008			(23,296	)		3,074			(3,343	)
Investment in marketable securities		(1,001	)		-			(714	)		-
Purchase of fixed assets		(249	)		(61	)		(70	)		(42	)
Net cash provided by (used in) investing activities		5,758			(23,357	)		2,290			(3,385	)
Cash flows from Financing Activities:
Issuance of ordinary shares and warrants, net of issuance expenses		-			13,508			-			-
Proceeds from exercise of warrants		-			595			-			-
Proceeds from exercise of options		-			57			-			-
Net cash provided by financing activities		-			14,160			-			-
Effect of exchange rate changes on cash and cash equivalents		(713	)		72			(720	)		(126	)
decrease in cash, cash equivalents and restricted cash		(3,062	)		(14,889	)		(1,708	)		(7,482	)
Cash, cash equivalents and restricted cash at the beginning of the period		28,188			38,772			26,834			31,365
Cash, cash equivalents and restricted cash at the end of the period		25,126			23,883			25,126			23,883

8

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

	Six months						Three months
Adjustments to reconcile loss to net cash used in	ended						ended
operating activities:	June 30,						June 30,
	2022			2021			2022			2021
Share-based payment		949			1,663			453			502
Depreciation		106			80			55			36
Revaluation of securities		2,796			31			5,589			4
exchange rate changes on cash and cash equivalents		713			(72	)		720			126
Changes in assets and liabilities:
Decrease (increase) in other receivables		88			(123	)		355			(52	)
Increase (decrease) in trade payables		(2	)		(171	)		(30	)		53
Changes in operating lease liability		(292	)		(122	)		(233	)		43
Increase (decrease) in other accounts payable		(325	)		475			(71	)		(1,520	)
Adjustments to reconcile loss to net cash used in operating activities		4,033			1,761			6,838			(808	)

9

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

U.S. dollars in thousands

	Six months ended June 30						Three months ended June 30,
	2022			2021			2022			2021
GAAP operating loss		(8,621	)		(8,098	)		(4,125	)		(3,737	)
Stock-based compensation in cost of revenues		8			-			8			-
Stock-based compensation in research and development		461			675			247			195
Stock-based compensation in sales and marketing		129			230			40			78
Stock-based compensation in general and administrative		351			758			158			229
Non-GAAP operating loss		(7,672	)		(6,435	)		(3,672	)		(3,235	)
GAAP net loss		(12,140	)		(7,525	)		(10,116	)		(3,163	)
Stock-based compensation expenses		949			1,663			453			502
Non-GAAP net loss		(11,191	)		(5,862	)		(9,663	)		(2,661	)

10

EX-99.2

Exhibit 99.2

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2022

U.S. DOLLARS IN THOUSANDS

(Except share and per share data and exercise prices)

(UNAUDITED)

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2022

U.S. DOLLARS IN THOUSANDS

(Except share and per share data and exercise prices)

(UNAUDITED)

INDEX

	Page
Interim Condensed Consolidated Balance Sheets	2
Interim Condensed Consolidated Statements of Comprehensive Loss	3
Interim Condensed Statements of Changes in Shareholders’ Equity	4-5
Interim Condensed Consolidated Statements of Cash Flows	6-7
Notes to Interim Condensed Consolidated Financial Statements	8-9

1

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands

(Except share data)

	June 30,			December 31,
	2022			2021
ASSETS	Unaudited			Audited
Current assets:
Cash and cash equivalents	$	25,024		$	28,073
Restricted cash		102			115
Short-term deposits		10,506			17,513
Marketable equity securities		5			12
Other current receivables		573			660
Total current assets		36,210			46,373
Non-current assets:
Operating lease right of use asset		2,398			2,594
Investment in equity securities		-			4,011
Marketable equity securities		2,223			-
Fixed assets, net		646			503
Total non-current assets		5,267			7,108
Total assets	$	41,477		$	53,481
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	251		$	253
Operating lease liability		617			587
Other accounts payable		1,542			1,865
Total current liabilities		2,410			2,705
Operating lease liability		1,625			2,143
Total liabilities		4,035			4,848
Shareholders’ equity:
Ordinary shares, no par value; Authorized 1,000,000,000 shares; Issued and outstanding: 322,784,556 and 322,652,016 shares as of June 30, 2022, and December 31, 2021 respectively		-			-
Additional paid-in-capital		129,032			128,209
Accumulated deficit		(91,944	)		(79,804	)
Total Foresight Autonomous Holdings Ltd. shareholders’ equity		37,088			48,405
Non-controlling interest		354			228
Total equity		37,442			48,633
Total liabilities and shareholders’ equity	$	41,477		$	53,481

The accompanying notes are an integral part of the consolidated financial statements.

2

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands

(Except share and per share data)

	Six months ended						Three months ended
	June 30,						June 30,
	2022			2021			2022			2021
	Unaudited						Unaudited
Revenues		248			-			213			-
Cost of revenues		(117	)		-			(90	)		-
Gross profit		131			-			123			-
Operating expenses:
Research and development, net	$	(5,498	)	$	(5,095	)	$	(2,806	)	$	(2,436	)
Sales and marketing		(1,229	)		(985	)		(605	)		(489	)
General and administrative		(2,025	)		(2,018	)		(837	)		(812	)
Operating loss		(8,621	)		(8,098	)		(4,125	)		(3,737	)
Financing income (expenses), net		(3,519	)		573			(5,991	)		574
Net loss	$	(12,140	)	$	(7,525	)	$	(10,116	)	$	(3,163	)
Basic and diluted net loss per share from continuing operations	$	(0.04	)	$	(0.02	)	$	(0.03	)	$	(0.01	)
Weighted average number of shares outstanding used in computing basic and diluted net loss per share		322,776,209			320,082,947			322,784,556			322,333,344

The accompanying notes are an integral part of the consolidated financial statements.

3

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

U.S. dollars in thousands

(Except share data)

	Ordinary Shares				Additional paid-in		Accumulated			Total Foresight Autonomous Holdings Ltd. Shareholders’			Non-controlling		Total shareholders’
	Number		Amount		capital		deficit			equity			interest		equity
Balance as of January 1, 2021		312,760,305		--		111,739		(64,768	)		46,971			74		47,045
Issuance of ordinary shares		6,891,720		--		13,508		--			13,508			--		13,508
Exercise of options		1,605,402		--		57		--			57			--		57
Exercise of warrants		1,174,589		--		595		--			595			--		595
Share-based payment		220,000		--		2,310		--			2,310			154		2,464
Loss for the year		--		--		--		(15,036	)		(15,036	)		--		(15,036	)
Balance as of December 31, 2021		322,652,016		--		128,209		(79,804	)		48,405			228		48,633

The accompanying notes are an integral part of the consolidated financial statements.

4

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

U.S. dollars in thousands

(Except share data)

	Ordinary Shares				Additional paid-in		Accumulated			Total Foresight Autonomous Holdings Ltd. Shareholders’			Non-controlling		Total shareholders’
	Number		Amount		capital		deficit			equity			interest		equity
Balance as of January 1, 2022		322,652,016		--		128,209		(79,804	)		48,405			228		48,633
Exercise of options		7,540		--		--		--			--			--		--
Share-based payment		125,000		--		823		--			823			126		949
Net loss		--		--		--		(12,140	)		(12,140	)		--		(12,140	)
Balance as of June 30, 2022		322,784,556		--		129,032		(91,944	)		37,088			354		37,442

The accompanying notes are an integral part of the consolidated financial statements.

5

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2022			2021			2022			2021
Cash flows from operating activities:
Net loss for the period	$	(12,140	)	$	(7,525	)	$	(10,116	)	$	(3,163	)
Adjustments to reconcile loss to net cash used in operating activities		4,033			1,761			6,838			(808	)
Total net cash used in operating activities	$	(8,107	)	$	(5,764	)	$	(3,278	)	$	(3,971	)
Cash flows from investing activities:
Changes in short-term deposits		7,008			(23,296	)		3,074			(3,343	)
Investment in marketable securities		(1,001	)		-			(714	)		-
Purchase of fixed assets		(249	)		(61	)		(70	)		(42	)
Total net cash provided (used) in investing activities	$	5,758		$	(23,357	)	$	2,290		$	(3,385	)
Cash flows from financing activities:
Issuance of ordinary shares, net of issuance expenses		-			13,508			-			-
Proceeds from exercise of warrants		-			595			-			-
Proceeds from exercise of options		-			57			-			-
Total net cash provided by financing activities	$	-		$	14,160		$	-		$	-
Effect of exchange rate changes on cash and cash equivalents		(713	)		72			(720	)		(126	)
decrease in cash, cash equivalents and restricted cash		(3,062	)		(14,889	)		(1,708	)		(7,482	)
Cash, cash equivalents and restricted cash at the beginning of the period	$	28,188		$	38,772		$	26,834		$	31,365
Cash, cash equivalents and restricted cash at the end of the period	$	25,126		$	23,883		$	25,126		$	23,883

The accompanying notes are an integral part of the consolidated financial statements.

6

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2022			2021			2022			2021
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payment		949			1,663			453			502
Depreciation		106			80			55			36
Revaluation of marketable securities		2,796			31			5,589			4
Exchange rate changes on cash and cash equivalents		713			(72	)		720			126
Changes in assets and liabilities:
Decrease (increase) in other receivables		88			(123	)		355			(52	)
Increase (decrease) in trade payables		(2	)		(171	)		(30	)		53
Change in operating lease liability		(292	)		(122	)		(233	)		43
Increase (decrease) in other accounts payable		(325	)		475			(71	)		(1,520	)
Adjustments to reconcile loss to net cash used in operating activities	$	4,033		$	1,761		$	6,838		$	(808	)

Supplemental cash flow information

	Six months ended				Three months ended
	June 30,				June 30,
	2022		2021		2022		2021
Operating leases
Cash payments for operating leases	$	229	$	219	$	118	$	111
Non-cash activity
New operating lease assets obtained in exchange for operating lease liabilities	$	-	$	972	$	-	$	-

7

FORESIGHT AUTONOMOUS HOLDINGS LTD.

U.S. dollars in thousands

(Except share and per share data and exercise prices)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - GENERAL

A. Reporting Entity

Foresight Autonomous Holdings Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 7 Golda Meir St., Ness Ziona, Israel. The unaudited condensed consolidated interim financial statements of the Company as of June 30, 2022, comprise the Company and its fully owned subsidiaries in Israel and China (together referred to as the “Group”). The Company, through of its subsidiaries, Foresight Automotive Ltd. (“Foresight Automotive”) and Foresight Changzhou Automotive Ltd. (“Foresight Changzhou”), is a technology company developing smart multi-spectral vision software solutions including modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. In addition, the Company, through of its subsidiary, Eye-Net Mobile Ltd. (“Eye-Net Mobile”) is also engaged in the development of a cellular-based solution suite that provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge artificial intelligence (“AI”) technology and advanced analytics. The ordinary shares of the Company, no par value each (the “Ordinary Shares”), are registered for trade on the Tel Aviv Stock Exchange Ltd. In addition, since June 15, 2017, the Company has American Depository Shares (“ADSs”) registered with the U.S. Securities and Exchange Commission. The ADSs are listed on The Nasdaq Capital Market; the ratio of the Company’s Ordinary Shares to ADSs is 5:1.

B. The Group’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize its technology before competitors develop similar technology. In addition, the Group is subject to risks from, among other things, competition associated within the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history.

NOTE 2  -  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

A. Unaudited Interim Financial Statements 

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021.

The results of operation for the six and three months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

B. Significant Accounting Policies

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

C. Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

8

FORESIGHT AUTONOMOUS HOLDINGS LTD.

U.S. dollars in thousands

(Except share and per share data and exercise prices)

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

NOTE 3  -  MATERIAL EVENTS IN THE REPORTING PERIOD

A. On January 5, 2022, the Company announced the establishment of Foresight Changzhou, a wholly owned subsidiary, in Jiangsu Province, China. The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park (“CIP”), a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. With the support of CIP’s facilities and its dedicated staff, Foresight Changzhou will receive a package of incentives and grants from the Jiangsu Province’s government to aid in overcoming barriers and achieving success in China. foresight Changzhou will hire local engineers and high-quality staff, who will be based in CIP.

B. On January 30, 2022, at the Company’s extraordinary shareholders meeting, the Company’s shareholders approved the extension of the research and development services agreement with Magna B.S.P. Ltd. (“Magna”). Subject to the conditions prescribed in the agreement, Magna will continue to provide the Company with research and development services for a 12-month period with an option to extend the agreement for two additional periods. Pursuant to the agreement, the monthly payment to Magna for the research and development services will not exceed NIS 235 (approximately $67).

C. On April 4, 2022, Rail Vision Ltd. (“Rail Vision”), an entity in which the Company owns a minority stake, was listed on the Nasdaq Capital Market in conjunction with its initial public offering. The Company measures its investment in Rail Vision in fair value through profit or loss. During the six-months ended June 30, 2022 the Company recognized financial expenses from revaluation its investment in Rail Vision in the amount of $2,788.

D. On January 11, 2022, the Company issued 125,000 Ordinary Shares to a service provider. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $43 in respect of such grant.

E. On March 31, 2022, the Company issued options to purchase 1,300,000 Ordinary Shares to its employees at an exercise price ranging between NIS 1.95 ($0.56) to NIS 2.29 ($0.65) (an average of approximately $0.64 per share at the grant date). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $18 in respect of those grants.

F. On May 24, 2022, the Company issued options to purchase 275,000 Ordinary Shares to its employees at an exercise price of NIS 1 ($0.29). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $2 in respect of those grants.

G. On May 24, 2022, the Company’s Board of Directors approved a decrease in the exercise price of certain options previously granted to certain employees of the Company from NIS 2.29 ($0.65) to NIS 1 ($0.29), (“Repricing”). The Repricing amounted to $91 which will vest over the reminding vesting period of each option. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $24 in respect of the repricing.

9

EX-99.3

Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things: 

● the ability to correctly identify and enter new markets;

● the overall global economic environment;

● the impact of competition and new technologies;

● general market, political and economic conditions in the countries in which we operate;

● projected capital expenditures and liquidity;

● changes in our strategy; and

● the impact of the coronavirus, or COVID-19, pandemic, and resulting government actions on us

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2021, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 31, 2022, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Foresight” refer to Foresight Autonomous Holdings Ltd. and its subsidiaries, Foresight Automotive Ltd., an Israeli corporation, or Foresight Automotive, Eye-Net Mobile Ltd., an Israeli corporation, or Eye-Net Mobile, and Foresight Changzhou Automotive Ltd., a Chinese Corporation, or Foresight Changzhou.

A. Operating Results.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2022, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

The following financial data in this narrative are expressed in thousands of U.S. dollars, except for share and per share data or as otherwise noted.

Overview

We are a technology company engaged in development of smart multi-spectral 3D vision software solutions and cellular-based applications. Through our wholly owned subsidiaries, Foresight Automotive, Foresight Changzhou and Eye-Net Mobile, we develop both “in-line-of-sight” vision solutions and “beyond-line-of sight” accident-prevention solutions.

Our 3D vision solutions include modules of automatic calibration and dense 3D point cloud that can be applied to diverse markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge artificial intelligence, or AI technology and advanced analytics.

Operating Expenses

Our current operating expenses consist of three components — research and development expenses, sales and marketing expenses and general and administrative expenses.

Research and development expenses, net

Our research and development expenses, net consist primarily of salaries and related personnel expenses, subcontracted work and consulting and other related research and development expenses, partially offset by participation from the European Horizon 2020 program.

The following table discloses the breakdown of research and development expenses:

U.S. dollars in thousands	Six months ended June 30,
	2022			2021
Payroll and related expenses		4,263			3,626
Subcontracted work and consulting		797			945
Rent and office maintenance		471			380
Travel expenses		51			-
Other, net		(84	)		144
Total		5,498			5,095

Marketing and sales

Our marketing and sales expenses consist primarily of salaries and related personnel expenses, consultants, exhibitions and conventions, and other marketing and sales expenses.

The following table discloses the breakdown of marketing and sales expenses:

U.S. dollars in thousands	Six months ended June 30,
	2022		2021
Payroll and related expenses		681		733
Exhibitions, conventions and travel expenses		206		6
Consultants		312		169
Other		30		77
Total		1,229		985

General and administrative

General and administrative expenses consist primarily of salaries and related personnel expenses, service providers share-based compensation expenses, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), director’s fees and insurance and other general and administrative expenses.

2

The following table discloses the breakdown of general and administrative expenses:

U.S. dollars in thousands	Six months ended June 30,
	2022		2021
Payroll and related expenses		844		922
Share based payment to service providers		112		136
Professional services		649		561
Directors’ fees and insurance		228		280
Rent and office maintenance		160		95
Other		32		24
Total		2,025		2,018

Comparison of the six months ended June 30, 2022 to the six months ended June 30, 2021.

Results of Operations

U.S. dollars in thousands	Six months ended June 30,
	2022			2021
Revenues		248			-
Cost of revenues		(117	)		-
Gross profit		131			-
Research and development expenses, net		(5,498	)		(5,095	)
Marketing and sales		(1,229	)		(985	)
General and administrative		(2,025	)		(2,018	)
Operating loss		(8,621	)		(8,098	)
Financial income (expense), net		(3,519	)		573
Net loss		(12,140	)		(7,525	)
Loss attributable to holders of ordinary shares		(12,140	)		(7,525	)

Revenues

Our revenues for the six months ended June 30, 2022 amounted to approximately $248. We did not generate revenues in the six months ended June 30, 2021. The revenues were generated from the successful completion of several milestones in the customization project with Elbit Systems Ltd. (Nasdaq: ELBT) in the amount of $188, from a completion of the first milestone of a proof of concept, or POC, project with a leading tier one supplier in the amount of $25, and from the successful completion of the first milestone of a POC project with a leading Japanese Tier One supplier for the automotive industry in the amount of $30.

Research and development expenses, net

Our research and development expenses, net for the six months ended June 30, 2022 amounted to approximately $5,498, representing an increase of approximately $403, or 7.91%, compared to approximately $5,095 for the six months ended June 30, 2021. The increase was primarily attributable to an increase of approximately $637 in payroll and related expenses (attributed mainly to an increase in the our staff), offset by participation from the European Horizon 2020 program in the amount of $261.   

Marketing and sales

Our marketing and sales expenses for the six months ended June 30, 2022 amounted to approximately $1,229, representing an increase of approximately $244, or 24.8%, compared to approximately $985 for the six months ended June 30, 2021. The increase was primarily attributable to an increase in consulting services of approximately $143 and from an increase in exhibitions, conventions, and travel expenses of approximately $200, offset by a decrease in payroll and related expenses and other expenses of approximately $90.

3

General and administrative

Our general and administrative expenses totaled approximately $2,025 for the six months ended June 30, 2022, representing an increase of approximately $7, or 0.35%, compared to approximately $2,018 for the six months ended June 30, 2021.

Operating loss

As a result of the foregoing, our operating loss for the six months ended June 30, 2022 was approximately $8,621, as compared to an operating loss of approximately $8,098 for the six months ended June 30, 2021, an increase of approximately $523, or 6.46%.

Financial income (expense), net

Financial income (expense), net primarily consists of revaluations of marketable securities, exchange rate differences, interest received from bank deposits and bank fees.

Our financial expenses, net for the six months ended June 30, 2022 totaled approximately $3,519, compared to financial income, net of approximately $573 for the six months ended June 30, 2021. The reason for the change is attributed mainly to expenses from revaluation of the Company’s investment in Rail Vision Ltd. (Nasdaq: RVSN), or Rail Vision, to its fair value following its initial public offering on Nasdaq, in the amount of $2,788 and by exchange rate differences and other expenses in the amount of $730.

Net loss

As a result of the foregoing, our net loss for the six months ended June 30, 2022, totaled approximately $12,140, compared to approximately $7,525 for the six months ended June 30, 2021, an increase of approximately $4,615, or 61.33%.

B. Liquidity and Capital Resources.

Overview

Since our inception through June 30, 2022, we have funded our operations principally with approximately $114.4 million, in the aggregate, from the issuance and sale of ordinary shares or American Depository Shares, or the ADSs, including from our significant shareholder, Magna B.S.P. Ltd., and the exercise of warrants and options. As of June 30, 2022, we had approximately $35,632 in cash, cash equivalents, restricted cash and short-term bank deposits.

The table below presents our cash flows for the periods indicated:

U.S. dollars in thousands	Six months ended June 30,
	2022			2021
Operating activities		(8,107	)		(5,764	)
Investing activities		5,758			(23,357	)
Financing activities		-			14,160
Effect of exchange rate changes on cash and cash equivalents		(713	)		72
Net decrease in cash, cash equivalents and restricted cash		(3,062	)		(14,889	)

Operating Activities

Net cash used in operating activities of approximately $8,107 during the six months ended June 30, 2022, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, patent expenses, director’s fees, rent and other miscellaneous expenses.

Net cash used in operating activities of approximately $5,764 during the six months ended June 30, 2021, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, patent, director’s fees, rent and other miscellaneous expenses.

4

Investing Activities

Net cash provided by investing activities of approximately $5,758 during the six months ended June 30, 2022, was primarily provided by changes in short-term deposits of approximately $7,008, offset by investment in Rail Vision. of approximately $1,001.

Net cash used in investing activities of approximately $23,357 during the six months ended June 30, 2021, was primarily used in changes in short-term deposits of approximately $23,296.

Financing Activities

During the six months ended June 30, 2022, there was no cash flow from financing activities.

Net cash provided by financing activities in the six months ended June 30, 2021, consisted of approximately $14,160 of net proceeds from the issuance of ordinary shares and/or ADSs, and proceeds from exercise of options and warrants.

On January 22, 2021, we entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which we may offer and sell, from time to time, our ADSs. In that regard, we registered up to $60,000,000 of our ADSs on a Registration Statement on Form F-3 (File No. 333-252334) for the sale under such sales agreement. Through August 19, 2022, we have sold an aggregate of 1,378,344 ADSs for aggregate gross proceeds of approximately $14 million

Current Outlook

We have financed our operations to date primarily through proceeds from sales of our ordinary shares and ADSs and warrants. We have incurred losses and generated negative cash flows from operations since January 2011. Since January 2011, we have not generated significant revenue from the sale of products, however, we expect to see an increase in our revenue from the sale of our products in the coming years, though there is no guarantee we will be successful in doing so.

As of June 30, 2022, our cash and cash equivalents including restricted cash and short-term bank deposits were approximately $35,632. We expect that our existing cash, cash equivalents and short-term bank deposits will be sufficient to fund our current operations through the second quarter of 2024.

Until we can generate significant recurring revenues and achieve profitability, we may need to seek additional sources of funds through the sale of additional equity securities, debt or other securities. Any required additional capital, whether forecasted or not, may not be available on reasonable terms, or at all. If we are unable to obtain additional financing or are unsuccessful in commercializing our products and securing sufficient funding, we may be required to reduce activities, curtail or even cease operations. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

● the progress and costs of our research and development activities;

● the costs of manufacturing our products;

● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

● the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and

● the magnitude of our general and administrative expenses.

5

C. Research and development, patents and licenses, etc.

A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report. 

D. Trend Information.

The COVID-19 pandemic has impacted companies in Israel and around the world, and as its trajectory remains highly uncertain, we cannot predict the duration and severity of the outbreak and its containment measures. Further, we cannot predict impacts, trends and uncertainties involving the pandemic’s effects on economic activity, the size of our labor force, and the extent to which our income, profitability, liquidity, or capital resources may be materially and adversely affected. See also “Item 3.D. – Risk Factors– Risks Related to Our Business and Industry – We face business disruption and related risks resulting from the recent outbreak of the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations” in our Annual Report.

E. Critical Accounting Estimates.

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting estimates is included in “Item 5. Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2022, included elsewhere in this Report Form 6-K. 

6

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	FORESIGHT AUTONOMOUS HOLDINGS LTD
Document Type	6-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001691221
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity File Number	001-38094

XML

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 25,024	$ 28,073
Restricted cash	102	115
Short-term deposits	10,506	17,513
Marketable equity securities	5	12
Other current receivables	573	660
Total current assets	36,210	46,373
Non-current assets:
Operating lease right of use asset	2,398	2,594
Investment in equity securities		4,011
Marketable equity securities	2,223
Fixed assets, net	646	503
Total non-current assets	5,267	7,108
Total assets	41,477	53,481
Current liabilities:
Trade payables	251	253
Operating lease liability	617	587
Other accounts payable	1,542	1,865
Total current liabilities	2,410	2,705
Operating lease liability	1,625	2,143
Total liabilities	4,035	4,848
Shareholders’ equity:
Ordinary shares, no par value; Authorized 1,000,000,000 shares; Issued and outstanding: 322,784,556 and 322,652,016 shares as of June 30, 2022, and December 31, 2021 respectively
Additional paid-in-capital	129,032	128,209
Accumulated deficit	(91,944)	(79,804)
Total Foresight Autonomous Holdings Ltd. shareholders’ equity	37,088	48,405
Non-controlling interest	354	228
Total equity	37,442	48,633
Total liabilities and shareholders’ equity	$ 41,477	$ 53,481

XML

Interim Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	322,784,556	322,652,016
Common stock, shares outstanding	322,784,556	322,652,016

XML

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues	$ 213		$ 248
Cost of revenues	(90)		(117)
Gross profit	123		131
Operating expenses:
Research and development, net	(2,806)	(2,436)	(5,498)	(5,095)
Sales and marketing	(605)	(489)	(1,229)	(985)
General and administrative	(837)	(812)	(2,025)	(2,018)
Operating loss	(4,125)	(3,737)	(8,621)	(8,098)
Financing income (expenses), net	(5,991)	574	(3,519)	573
Net loss	$ (10,116)	$ (3,163)	$ (12,140)	$ (7,525)
Basic and diluted net loss per share from continuing operations (in Dollars per share)	$ (0.03)	$ (0.01)	$ (0.04)	$ (0.02)
Weighted average number of shares outstanding used in computing basic and diluted net loss per share (in Shares)	322,784,556	322,333,344	322,776,209	320,082,947

XML

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Basic and diluted net loss per share from continuing operations	$ (0.03)	$ (0.01)	$ (0.04)	$ (0.02)
Weighted average number of shares outstanding used in computing basic and diluted net loss per share	322,784,556	322,333,344	322,776,209	320,082,947

XML

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands	Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total Foresight Autonomous Holdings Ltd. Shareholders’ Equity	Non-Controlling Interest	Total
Balance at Dec. 31, 2020		$ 111,739	$ (64,768)	$ 46,971	$ 74	$ 47,045
Balance (in Shares) at Dec. 31, 2020	312,760,305
Issuance of ordinary shares		13,508		13,508		13,508
Issuance of ordinary shares (in Shares)	6,891,720
Exercise of options		57		57		57
Exercise of options (in Shares)	1,605,402
Exercise of warrants		595		595		595
Exercise of warrants (in Shares)	1,174,589
Share-based payment		2,310		2,310	154	2,464
Share-based payment (in Shares)	220,000
Net loss for the year			(15,036)	(15,036)		(15,036)
Balance at Dec. 31, 2021		128,209	(79,804)	48,405	228	48,633
Balance (in Shares) at Dec. 31, 2021	322,652,016
Exercise of options
Exercise of options (in Shares)	7,540
Share-based payment		823		823	126	949
Share-based payment (in Shares)	125,000
Net loss for the year			(12,140)	(12,140)		(12,140)
Balance at Jun. 30, 2022		$ 129,032	$ (91,944)	$ 37,088	$ 354	$ 37,442
Balance (in Shares) at Jun. 30, 2022	322,784,556

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Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss for the period	$ (10,116)	$ (3,163)	$ (12,140)	$ (7,525)
Adjustments to reconcile loss to net cash used in operating activities	6,838	(808)	4,033	1,761
Total net cash used in operating activities	(3,278)	(3,971)	(8,107)	(5,764)
Cash flows from investing activities:
Changes in short-term deposits	3,074	(3,343)	7,008	(23,296)
Investment in marketable securities	(714)		(1,001)
Purchase of fixed assets	(70)	(42)	(249)	(61)
Total net cash provided (used) in investing activities	2,290	(3,385)	5,758	(23,357)
Cash flows from financing activities:
Issuance of ordinary shares, net of issuance expenses				13,508
Proceeds from exercise of warrants				595
Proceeds from exercise of options				57
Total net cash provided by financing activities				14,160
Effect of exchange rate changes on cash and cash equivalents	(720)	(126)	(713)	72
decrease in cash, cash equivalents and restricted cash	(1,708)	(7,482)	(3,062)	(14,889)
Cash, cash equivalents and restricted cash at the beginning of the period	26,834	31,365	28,188	38,772
Cash, cash equivalents and restricted cash at the end of the period	25,126	23,883	25,126	23,883
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payment	453	502	949	1,663
Depreciation	55	36	106	80
Revaluation of marketable securities	5,589	4	2,796	31
Exchange rate changes on cash and cash equivalents	720	126	713	(72)
Changes in assets and liabilities:
Decrease (increase) in other receivables	355	(52)	88	(123)
Increase (decrease) in trade payables	(30)	53	(2)	(171)
Change in operating lease liability	(233)	43	(292)	(122)
Increase (decrease) in other accounts payable	(71)	(1,520)	(325)	475
Adjustments to reconcile loss to net cash used in operating activities	6,838	(808)	4,033	1,761
Operating leases
Cash payments for operating leases	118	111	229	219
Non-cash activity
New operating lease assets obtained in exchange for operating lease liabilities				$ 972

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General

6 Months Ended

Jun. 30, 2022

General Abstract

GENERAL

NOTE 1 - GENERAL

A. Reporting Entity

Foresight Autonomous Holdings Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 7 Golda Meir St., Ness Ziona, Israel. The unaudited condensed consolidated interim financial statements of the Company as of June 30, 2022, comprise the Company and its fully owned subsidiaries in Israel and China (together referred to as the “Group”). The Company, through of its subsidiaries, Foresight Automotive Ltd. (“Foresight Automotive”) and Foresight Changzhou Automotive Ltd. (“Foresight Changzhou”), is a technology company developing smart multi-spectral vision software solutions including modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. In addition, the Company, through of its subsidiary, Eye-Net Mobile Ltd. (“Eye-Net Mobile”) is also engaged in the development of a cellular-based solution suite that provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge artificial intelligence (“AI”) technology and advanced analytics. The ordinary shares of the Company, no par value each (the “Ordinary Shares”), are registered for trade on the Tel Aviv Stock Exchange Ltd. In addition, since June 15, 2017, the Company has American Depository Shares (“ADSs”) registered with the U.S. Securities and Exchange Commission. The ADSs are listed on The Nasdaq Capital Market; the ratio of the Company’s Ordinary Shares to ADSs is 5:1.

B. The Group’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize its technology before competitors develop similar technology. In addition, the Group is subject to risks from, among other things, competition associated within the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history.

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Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2  -  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

A. Unaudited Interim Financial Statements 

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021.

The results of operation for the six and three months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

B. Significant Accounting Policies

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

C. Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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Material Events in the Reporting Period

6 Months Ended

Jun. 30, 2022

Material Events In Reporting Period Abstract

 MATERIAL EVENTS IN THE REPORTING PERIOD

NOTE 3  -  MATERIAL EVENTS IN THE REPORTING PERIOD

A. On January 5, 2022, the Company announced the establishment of Foresight Changzhou, a wholly owned subsidiary, in Jiangsu Province, China. The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park (“CIP”), a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. With the support of CIP’s facilities and its dedicated staff, Foresight Changzhou will receive a package of incentives and grants from the Jiangsu Province’s government to aid in overcoming barriers and achieving success in China. foresight Changzhou will hire local engineers and high-quality staff, who will be based in CIP.

B. On January 30, 2022, at the Company’s extraordinary shareholders meeting, the Company’s shareholders approved the extension of the research and development services agreement with Magna B.S.P. Ltd. (“Magna”). Subject to the conditions prescribed in the agreement, Magna will continue to provide the Company with research and development services for a 12-month period with an option to extend the agreement for two additional periods. Pursuant to the agreement, the monthly payment to Magna for the research and development services will not exceed NIS 235 (approximately $67).

C. On April 4, 2022, Rail Vision Ltd. (“Rail Vision”), an entity in which the Company owns a minority stake, was listed on the Nasdaq Capital Market in conjunction with its initial public offering. The Company measures its investment in Rail Vision in fair value through profit or loss. During the six-months ended June 30, 2022 the Company recognized financial expenses from revaluation its investment in Rail Vision in the amount of $2,788.

D. On January 11, 2022, the Company issued 125,000 Ordinary Shares to a service provider. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $43 in respect of such grant.

E. On March 31, 2022, the Company issued options to purchase 1,300,000 Ordinary Shares to its employees at an exercise price ranging between NIS 1.95 ($0.56) to NIS 2.29 ($0.65) (an average of approximately $0.64 per share at the grant date). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $18 in respect of those grants.

F. On May 24, 2022, the Company issued options to purchase 275,000 Ordinary Shares to its employees at an exercise price of NIS 1 ($0.29). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $2 in respect of those grants.

G. On May 24, 2022, the Company’s Board of Directors approved a decrease in the exercise price of certain options previously granted to certain employees of the Company from NIS 2.29 ($0.65) to NIS 1 ($0.29), (“Repricing”). The Repricing amounted to $91 which will vest over the reminding vesting period of each option. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $24 in respect of the repricing.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Unaudited Interim Financial Statements

A. Unaudited Interim Financial Statements 

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021.

The results of operation for the six and three months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

Significant Accounting Policies

B. Significant Accounting Policies

The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.

Use of estimates

C. Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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General (Details)	1 Months Ended
	Jun. 15, 2017
General Abstract
Acquisition transaction, description	The ADSs are listed on The Nasdaq Capital Market; the ratio of the Company’s Ordinary Shares to ADSs is 5:1.

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Material Events in the Reporting Period (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands	1 Months Ended		6 Months Ended
	May 24, 2022 $ / shares shares	Mar. 31, 2022 $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2022 ILS (₪)	May 24, 2022 ₪ / shares shares	Mar. 31, 2022 ₪ / shares shares	Jan. 11, 2022 shares
Material Events in the Reporting Period (Details) [Line Items]
Research and development services			$ 67,000	₪ 235
Financial expenses			2,788
Ordinary shares issued | shares							125,000
Total expense			2,000
Shares issued | shares	275,000	1,300,000			275,000	1,300,000
Exercise price | (per share)	$ 0.29	$ 0.64			₪ 1
Vest over period	3 years	3 years
Vested options | shares	91,000
Minimum [Member]
Material Events in the Reporting Period (Details) [Line Items]
Exercise price | (per share)		$ 0.56				₪ 1.95
Maximum [Member]
Material Events in the Reporting Period (Details) [Line Items]
Exercise price | (per share)		$ 0.65				₪ 2.29
Employees [Member]
Material Events in the Reporting Period (Details) [Line Items]
Total expense			43,000
Employees One [Member]
Material Events in the Reporting Period (Details) [Line Items]
Total expense			18,000
Board of Directors [Member]
Material Events in the Reporting Period (Details) [Line Items]
Total expense			$ 24,000
Board of Directors [Member] | Minimum [Member]
Material Events in the Reporting Period (Details) [Line Items]
Exercise price | (per share)	$ 0.29				1
Board of Directors [Member] | Maximum [Member]
Material Events in the Reporting Period (Details) [Line Items]
Exercise price | (per share)	$ 0.65				₪ 2.29