Exhibit 99.2
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As
of
U.S. DOLLARS IN THOUSANDS
(Except share and per share data)
(UNAUDITED)
INDEX
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
(Except share data)
| June 30, | December 31, | |||||||
| 2 0 2 5 | 2 0 2 4 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Marketable equity securities | ||||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Right Of Use asset | ||||||||
| Fixed assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | $ | ||||||
| Operating lease liability | ||||||||
| Other accounts payable | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, par value. Authorized shares. Issued and outstanding: shares as of June 30, 2025, and as of December 31, 2024. | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Foresight Autonomous Holdings Ltd. shareholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ||||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
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, | |||||||||||||||
| 2 0 2 5 | 2 0 2 4 | 2 0 2 5 | 2 0 2 4 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing income, net | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Attributable to equity holders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted net loss per share from continuing operations | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | ||||||||||||||||
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
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, 2024 | ( | ) | ||||||||||||||||||||||||||
| Issuance of ordinary shares, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Transactions with shareholder | — | |||||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||
| Loss for the year | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Issuance of ordinary shares, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Issuance of warrants, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Transactions with shareholder | — | |||||||||||||||||||||||||||
| Issuance of shares in subsidiary | — | ( | ) | |||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||
| Loss for the year | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
| (*) |
The accompanying notes are an integral part of the consolidated financial statements.
| 4 |
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, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Adjustments to reconcile loss to net cash provided by (used in) operating activities | ( | ) | ||||||||||||||
| Total net cash used in operating activities | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Cash flows from investing activities: | ||||||||||||||||
| Proceeds from sales of marketable securities | ||||||||||||||||
| Purchase of fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total net cash provided (used) in investing activities | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||||||
| Issuance of ordinary shares and warrants, net of issuance expenses | ( | ) | ( | ) | ||||||||||||
| Total net cash provided by (used in) financing activities | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | $ | $ | $ | $ | ||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | $ | $ | $ | ||||||||||||
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, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||
| Share-based payment | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Revaluation of marketable equity securities | ( | ) | ||||||||||||||
| Exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||
| Decrease in trade receivables | ||||||||||||||||
| Decrease in other receivables | ||||||||||||||||
| Increase (decrease) in trade payables | ( | ) | ( | ) | ||||||||||||
| Changes in operating lease liability | ( | ) | ||||||||||||||
| Increase (decrease) in other accounts payable | ( | ) | ||||||||||||||
| Adjustments to reconcile loss to net cash provided by (used in) operating activities | $ | $ | ( | ) | $ | $ | ||||||||||
Supplemental cash flow information
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Operating leases | ||||||||||||||||
| Cash payments for operating leases | $ | $ | $ | $ | ||||||||||||
| Non-cash activity | ||||||||||||||||
| Right of use asset increase, resulted from lease modification | $ | $ | $ | $ | ||||||||||||
| Lease liability increase, resulted from lease modification | $ | $ | $ | $ | ||||||||||||
| Finance expenses resulted from lease modification | $ | $ | $ | $ | ||||||||||||
| 6 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
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, 2025 (the “Consolidated Interim Financial Statements”), 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, heavy industrial equipment and drones. In addition, the Company, through of its subsidiary, Eye-Net Mobile Ltd. (“Eye-Net”) 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. In addition, since June 15, 2017, the Company has American Depository Shares (“ADSs”) registered with the U.S. Securities and Exchange Commission. .
The Group 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 with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history.
| B. | Going Concern |
To date, the Company has not generated significant revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the utilization of its current financial resources, sales of its products and additional raises of capital.
Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. The management’s plan includes raising funds from existing shareholders and/or outside potential investors. However, there is no assurance such funding will be available to the Company, if such funding will be obtained on terms favorable to the Company, or if such funding will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
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, 2024.
The results of operation for the six and three months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
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FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
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.
NOTE 3 - SEGMENT REPORTING
The
Accounting Standards Codification 280,
“Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined
as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating
decision maker (“CODM”), the Chief Executive Officer. The CODM reviews financial information which consist of the Company’s
statements of operations for purposes of allocating resources and assessing financial performance for this segment and decides how to
allocate resources based on net loss. The Company has identified
| A. | Revenues by geographic region |
The following table sets forth reporting revenue information by geographic region:
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Israel | ||||||||||||||||
| Japan | ||||||||||||||||
| USA | ||||||||||||||||
| Other (*) | ||||||||||||||||
| (*) |
| B. | Revenues by main customers |
The following table is a summary of the distribution of revenues by main customers:
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Customer A | ||||||||||||||||
| Customer B | ||||||||||||||||
| Customer C | ||||||||||||||||
| Customer D | ||||||||||||||||
NOTE 4 - MATERIAL EVENTS DURING THE REPORTING PERIOD
| A. | On February 21, 2025, the Company increased the maximum aggregate offering price of the ADSs issuable under its sales agreement with A.G.P/Alliance Global Partners, dated June 14, 2024 (the “June 2024 Sales Agreement”) from $ to $. |
| 8 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
As of June 30, 2025, the Company raised a gross amount of $ through the sale of ADSs ( Ordinary Shares) under the June 2024 Sales Agreement, at an average price of $ per ADS. After deducting issuance costs, the Company raised a net amount of $.
| B. | On
March 7, 2025, the Company and Eye-Net entered into securities purchase agreements with institutional
and private investors for an equity investment in Eye-Net, resulting in gross proceeds of
$ |
As part of the transaction, the Company also issued to the investors:
| ● | Series
A Warrants to purchase ADSs at an exercise price of $ | |
| ● | Series
B Warrants to purchase ADSs at an exercise price of $ |
We accounted for the issuance of subsidiary shares and the Company warrants were treated as a unit. The total proceeds were allocated between the subsidiary shares and the Company warrants based on their relative fair values at the date of issuance. The fair value of the Series A Warrants was determined based on the fair value of the share price of the Company as there was no exercise price to be paid on the Series A warrants. The fair value of the Series B Warrants was calculated using the Black-Scholes option pricing model, which incorporated key assumptions such as expected volatility, risk-free interest rate, expected term, and dividend yield. The percentage of the minority interest in the net assets of the subsidiary was recognized as a decrease in noncontrolling interests within equity in the consolidated balance sheet. The amount by which the proceeds, allocated to the subsidiary shares, exceeded the corresponding proportionate share of subsidiary net assets was recorded as an increase to additional paid-in capital.
NOTE 5 - SUBSEQUENT EVENTS
| A. | From July 1, 2025 until the date of this report, the Company has raised a gross total of $ through the sale of ADSs (equivalent to Ordinary Shares) under the June 2024 Sales Agreement, at an average price of $ per ADS. After deducting issuance expenses, the net proceeds amount to $. |
| B. | On
August 4, 2025, the Company announced the approval of its joint development and commercialization
project with Big Bang Boom Solutions Pvt. Ltd. (“Big Bang”), a leading
Indian drone manufacturer, under the India-Israel Industrial R&D and Technological Innovation
Fund (I4F). The $ |
| 9 |