6-K
Foresight Autonomous Holdings Ltd. (FRSX)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-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: March 2023 (Report No. 2)
Commission file number: 001-38094
FORESIGHTAUTONOMOUS 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 ☐
CONTENTS
Attached hereto and incorporated herein is the Registrant’s press release issued on March 30, 2023, titled “Foresight Announces Fourth Quarter and Full Year 2022 Financial Results.”
The first two paragraphs, the sections titled “Fourth Quarter Corporate Highlights,” “Fourth Quarter 2022 Financial Results,” “Full Year 2022 Financial Results,” “Balance Sheet Highlights,” “Use of Non-GAAP Financial Results,” and “Forward-Looking Statements,” and the financial statements in the press release are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-252334) and Form S-8 (Registration Nos. 333-229716, 333-239474 and 333-268653), 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 March 30, 2023, titled “Foresight Announces Fourth Quarter and Full Year 2022 Financial Results.” |
| 2 |
| --- |
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:<br> March 30, 2023 | By: | /s/ Eli Yoresh |
| Name: | Eli<br> Yoresh | |
| Title: | Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit99.1
ForesightAnnounces Fourth Quarter and Full Year 2022 Financial Results
“Our focus in 2022 was on early adopters and commercialization, leading to 3 commercial agreements with industry leaders. We intend to continue this trend going forward in 2023 and start realizing our advanced technology to revenues”
NESS ZIONA, Israel — March 30, 2023 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), today reported financial results for the fourth quarter and full year 2022. Foresight ended the full year of 2022 with revenues of $550,000 and with $26.5 million in cash, cash equivalent, restricted cash and short-term deposits.
The Company reported a U.S. generally accepted accounting principles (GAAP) operating loss of $17.5 million which is approximately a 10% increase from the GAAP operating loss of $15.9 million reported for the full year 2021. Foresight reported a GAAP net loss of $3.8 million for the fourth quarter 2022, compared to a GAAP net loss of $3.7 million for the fourth quarter 2021, and a non-GAAP net loss of $3.4 million for the fourth quarter 2022, compared to a non-GAAP loss of $3.3 million for the fourth quarter 2021.
FourthQuarter Corporate Highlights:
| ● | Foresight Signs Commercial Agreement with SUNWAY-AI for up to $51 million: In November, Foresight announced the signing of a joint development<br> and supply agreement with SUNWAY-AI Technology Co., Ltd., a global Chinese manufacturer of components for autonomous and unmanned<br> intelligent vehicles. The deal may yield up to $51 million in revenue over the contractual period of four years, depending on demand<br> from SUNWAY-AI. According to the agreement, the companies will establish a joint program for the development and supply of obstacle<br> detection systems and cloud gateway for driverless vehicles, advanced driver assistance systems (ADAS), and airport ground support<br> vehicles. SUNWAY-AI will commercialize the ADAS systems to customers and third parties in mainland China, Hong Kong, Taiwan, and<br> Macao. |
|---|---|
| ● | Eye-Net Showcases Advanced Solution to Leading OEMs and Tier One Suppliers in Japan: Eye-Net Mobile, a wholly owned subsidiary of Foresight,<br> successfully completed a technological roadshow of its Eye-Net™ Protect solution in Japan in November. The roadshow included<br> technological demonstrations for 20 automotive-related companies, including five leading Japanese original equipment manufacturers,<br> Tier One, and Tier Two suppliers, as well as 11 dashboard camera companies. The successful demonstrations generated significant interest<br> among the attending companies, which may lead to further technological evaluations. |
| ● | Foresight Hosts Virtual Investor Webinar on Moving to Commercialization in Automotive Technology: In December, Foresight presented the<br> Company’s progress in developing and distributing new technologies for the automotive industry in a virtual investor webinar.<br> The webinar provided an overview on the Company’s progress in different regional markets, as well as information regarding<br> existing relationships with customers including Hitachi Astemo Americas and SUNWAY-AI. |
| --- | --- |
“Foresight gained significant momentum during the fourth quarter of 2022 with the announcement of our commercial agreement with SUNWAY-AI, a leading Chinese manufacturer of components for autonomous and unmanned intelligent vehicles,” said Haim Siboni, CEO of Foresight. “This agreement is an important step forward for our operations in China, and it validates our long-term strategy of establishing deep working relationships with partners in various geographies including China, Japan, Europe and North America. As more technology providers and Tier One manufacturers test and evaluate our innovative solutions, we are excited about the potential that these evaluations may convert into long-term commercial agreements.
As the electric vehicle (EV) market reaches a crucial tipping point, safety and reliability must be addressed to ensure widespread adoption. Foresight’s quad-camera vision system is a vital solution to support safe and reliable operations of autonomous and semi-autonomous vehicles in any lighting or weather conditions. In addition, Foresight’s Mono2Stereo™ software-based solution creates a 3D perception stereo vision thus amplifying the performance of existing ADAS sensors and resulting in better distance accuracy and more robust active safety features. Through our continued research and development (R&D), technological demonstrations, and commercial relationships, we intend to capitalize on this market opportunity and establish Foresight as an essential supplier for the global automotive industry,” concluded Siboni.
FourthQuarter 2022 Financial Results
| ● | Revenues<br> for the fourth quarter of 2022 increased by 23.8% to $99,000, compared to $80,000 for the fourth quarter of 2021. The revenues were<br> generated primarily from the successful completion of a proof of concept (POC) project with a leading American EV manufacturer in<br> the amount of $70,000, and from the successful completion of a POC project with a leading global tractor manufacturer in the amount<br> of $15,000. |
|---|---|
| ● | R&D<br> expenses, net for the fourth quarter of 2022 were $3,035,000, compared to $2,647,000 for the fourth quarter of 2021. The increase<br> is attributed mainly to an increase in payroll and related expenses and offset by participation in R&D expenses from the European<br> Horizon 2020 program. |
| ● | General<br> and administrative (G&A) expenses for the fourth quarter of 2022 were $1,087,000, compared to $987,000 in the fourth quarter<br> of 2021. The increase is attributed primarily to an increase in payroll and related expenses and in professional services. |
| ● | Finance<br> income, net for the fourth quarter of 2022 was $718,000, compared to $390,000 in the fourth quarter of 2021. Finance income, net<br> for the fourth quarter of 2022 consisted of the revaluation of the Company’s investment in Rail Vision Ltd. to its fair value<br> in the amount of $1,267,000 and interest income in the amount of $387,000, offset by exchange rate differences in the amount of $912,000,<br> and other finance expenses in the amount of $24,000. |
|---|---|
| ● | GAAP<br> net loss for the fourth quarter of 2022 was $3,820,000, or $0.012 per ordinary share, compared to a GAAP net loss of $3,726,000,<br> or $0.012 per ordinary share, in the fourth quarter of 2021. |
| ● | Non-GAAP<br> net loss for the fourth quarter of 2022 was $3,377,000, or $0.01 per ordinary share, compared to a non-GAAP net loss of $3,304,000<br> in the fourth quarter of 2021, or $0.01 per ordinary share. A reconciliation between GAAP net loss and non-GAAP net loss is provided<br> following the financial statements that are part of this release. Non-GAAP results exclude the effect of share-based compensation<br> expenses. |
FullYear 2022 Financial Results
| ● | Revenues<br> for the full year ended December 31, 2022, increased by 358% to $550,000, compared to $120,000 for the full year ended December 31,<br> 2021. The revenues were generated primarily from the successful execution of several projects including: the customization project<br> with Elbit Systems Ltd. (Nasdaq: ELBT) in the amount of $220,000, the POC project with Hitachi Astemo in the amount of $150,000,<br> the POC project with ZF North America in the amount of $90,000, the POC project with a leading American EV manufacturer in the amount<br> of $70,000, and the POC project with a leading global tractor manufacturer in the amount of $15,000. |
|---|---|
| ● | R&D<br> expenses, net for the full year ended December 31, 2022, were $11,534,000, compared to $10,170,000 in 2021. The increase is attributed<br> mainly to an increase in payroll and related expenses and to rent and office expenses. |
| ● | Sales<br> and marketing expenses for the full year ended December 31, 2022, were $2,230,000, compared to $1,848,000 in 2021. The increase is<br> attributed mainly to an increase in exhibitions, conventions and travel expenses. |
| ● | G&A<br> expenses for the full year ended December 31, 2022 were $3,989,000, compared to $3,980,000 in 2021. |
| ● | Finance<br> expenses, net for the full year ended December 31, 2022 were $4,221,000, compared to finance income, net of $909,000 in 2021. Finance<br> expenses, net for the year ended December 31, 2022, consisted of the revaluation of the Company’s investment in Rail Vision<br> Ltd. to its fair value in the amount of $2,208,000, and exchange rate differences in the amount of $2,194,000, offset by interest<br> income in the amount of $189,000. |
|---|---|
| ● | GAAP<br> net loss for the full year ended December 31, 2022, was $21,676,000, or $0.067 per ordinary share, compared to a GAAP net loss of<br> $15,036,000 in the full year ended December 31, 2021, or $0.047 per ordinary share. |
| ● | Non-GAAP<br> net loss for the full year ended December 31, 2022, was $19,850,000, or $0.061 per ordinary share, compared to a non-GAAP net loss<br> of $12,572,000 in the full year ended December 31, 2021, or $0.039 per ordinary share. |
BalanceSheet Highlights
| ● | Cash,<br> restricted cash, and short-term deposits totaled $26.5 million as of December 31, 2022, compared to $45.7 million as of December<br> 31, 2021. |
|---|---|
| ● | GAAP<br> total equity totaled $28.8 million as of December 31, 2022, compared to $48.6 million as of December 31, 2021. The decrease is attributed<br> mainly to the net loss for the period. |
Useof 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.
AboutForesight
Foresight Automotive Ltd. (Nasdaq and TASE: FRSX), founded in 2015, 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” cellular-based applications.
Foresight’s vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to different 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.
Forward-LookingStatements
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 that its agreement with SUNWAY-AI is an important step forward for its operations in China, and it validates its long-term strategy of establishing deep working relationships with partners in various geographies, the potential for more long-term commercial agreements resulting from technology providers and Tier One manufacturers testing and evaluating its innovative solutions, the benefits of its technology, that through its R&D, technological demonstrations, and commercial relationships, it intends to capitalize on this market opportunity and establish itself as an essential supplier for the global automotive industry, the potential revenue that may be derived from the SUNWAY-AI agreement and that SUNWAY-AI will commercialize the ADAS systems to customers and third parties in mainland China, Hong Kong, Taiwan, and Macao and that the roadshow of its Eye-Net™ Protect solution in Japan generated significant interest among the attending companies, which may lead to further technological evaluations. 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 30, 2023, 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.
InvestorRelations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com
917-607-8654
FORESIGHTAUTONOMOUS HOLDINGS LTD.
INTERIMCONDENSED CONSOLIDATED BALANCE SHEETS
U.S.dollars in thousands
| As<br> of <br>December 31, 2022 | As<br> of <br>December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| ASSETS | ||||||
| Current<br> assets: | ||||||
| Cash<br> and cash equivalents | $ | 19,173 | $ | 28,073 | ||
| Restricted<br> cash | 102 | 115 | ||||
| Short<br> term deposits | 7,216 | 17,513 | ||||
| Marketable<br> equity securities | 2 | 12 | ||||
| Other<br> receivables | 842 | 660 | ||||
| Total<br> current assets | 27,335 | 46,373 | ||||
| Non-current<br> assets: | ||||||
| ROU<br> asset | 2,156 | 2,594 | ||||
| Investment<br> in equity securities | 2,804 | 4,011 | ||||
| Fixed<br> assets, net | 598 | 503 | ||||
| 5,558 | 7,108 | |||||
| Total<br> assets | $ | 32,893 | $ | 53,481 | ||
| LIABILITIES<br> AND SHAREHOLDERS’ EQUITY | ||||||
| Current<br> liabilities: | ||||||
| Trade<br> payables | $ | 315 | $ | 253 | ||
| Operating<br> lease liability | 527 | 587 | ||||
| Other<br> accounts payables | 1,792 | 1,865 | ||||
| Total<br> current liabilities | 2,634 | 2,705 | ||||
| Non-current<br> liabilities: | ||||||
| Operating<br> lease liability | 1,476 | 2,143 | ||||
| Total<br> liabilities | 4,110 | 4,848 | ||||
| Shareholders’<br> equity: | ||||||
| Ordinary<br> shares of NIS 0 par value; | - | - | ||||
| Additional<br> paid-in capital | 129,810 | 128,209 | ||||
| Accumulated<br> deficit | (101,480 | ) | (79,804 | ) | ||
| Total<br> Foresight Autonomous Holdings LTD. shareholders’ equity | 28,330 | 48,405 | ||||
| Non-Controlling<br> Interest | 453 | 228 | ||||
| Total<br> equity | 28,783 | 48,633 | ||||
| Total<br> liabilities and shareholders’ equity | $ | 32,893 | $ | 53,481 |
FORESIGHTAUTONOMOUS HOLDINGS LTD.
INTERIMCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S.dollars in thousands
| Year ended<br> <br>December 31, | Three months ended<br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Revenues | 550 | 120 | 99 | 80 | ||||||||
| Cost<br> of revenues | 252 | 67 | 44 | 32 | ||||||||
| Gross<br> profit | 298 | 53 | 55 | 48 | ||||||||
| Research<br> and development expenses, net | (11,534 | ) | (10,170 | ) | (3,035 | ) | (2,647 | ) | ||||
| Sales<br> and marketing expenses | (2,230 | ) | (1,848 | ) | (471 | ) | (530 | ) | ||||
| General<br> and administrative | (3,989 | ) | (3,980 | ) | (1,087 | ) | (987 | ) | ||||
| Operating<br> loss | (17,455 | ) | (15,945 | ) | (4,538 | ) | (4,116 | ) | ||||
| Financing<br> income (expenses), net | (4,221 | ) | 909 | 718 | 390 | |||||||
| Net<br> loss | (21,676 | ) | (15,036 | ) | (3,820 | ) | (3,726 | ) |
FORESIGHTAUTONOMOUS HOLDINGS LTD.
INTERIMCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S.dollars in thousands
| Year ended<br><br> <br>December 31, | Three months ended<br><br> <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net<br> cash used in operating activities | ||||||||||||
| Loss<br> for the Period | (21,676 | ) | (15,036 | ) | (3,820 | ) | (3,726 | ) | ||||
| Adjustments<br> to reconcile loss to net cash used in operating activities: | 4,619 | 2,911 | (134 | ) | 409 | |||||||
| Net<br> cash used in operating activities | (17,057 | ) | (12,125 | ) | (3,954 | ) | (3,317 | ) | ||||
| Cash<br> Flows from Investing Activities | ||||||||||||
| Changes<br> in short term deposits | 10,297 | (12,347 | ) | 10,527 | (789 | ) | ||||||
| Investment<br> in SAFE | (286 | ) | - | - | - | |||||||
| Investment<br> in equity securities | (715 | ) | - | - | - | |||||||
| Purchase<br> of fixed assets | (313 | ) | (235 | ) | (31 | ) | (118 | ) | ||||
| Net<br> cash provided by (used in) investing activities | 8,983 | (12,582 | ) | 10,496 | (907 | ) | ||||||
| Cash<br> flows from Financing Activities: | ||||||||||||
| Issuance<br> of ordinary shares, net of issuance expenses | - | 13,508 | - | - | ||||||||
| Proceeds from exercise<br> of warrants | - | 595 | - | - | ||||||||
| Proceeds<br> from exercise of options | - | 57 | - | - | ||||||||
| Net<br> cash provided by financing activities | - | 14,160 | - | - | ||||||||
| Effect<br> of exchange rate changes on cash and cash equivalents | (839 | ) | (37 | ) | 197 | 84 | ||||||
| Increase<br> (decrease) in cash and cash equivalents and Restricted cash | (8,913 | ) | (10,584 | ) | 6,739 | (4,140 | ) | |||||
| Cash<br> and cash equivalents and Restricted cash at the beginning of the period | 28,188 | 38,772 | 12,536 | 32,328 | ||||||||
| Cash<br> and cash equivalents and Restricted cash at the end of the period | 19,275 | 28,188 | 19,275 | 28,188 |
FORESIGHTAUTONOMOUS HOLDINGS LTD.
INTERIMCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S.dollars in thousands
| Adjustments<br> to reconcile loss to net cash used in operating activities: | Year ended<br> <br>December 31, | Three months ended<br> <br>December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Share-based<br> payment | 1,826 | 2,464 | 443 | 422 | ||||||||
| Depreciation | 218 | 159 | 57 | 41 | ||||||||
| Revaluation<br> of marketable equity securities | 2,217 | 30 | (1,268 | ) | 5 | |||||||
| Exchange<br> rate changes on cash and cash equivalents | 839 | 37 | (197 | ) | (84 | ) | ||||||
| Changes<br> in assets and liabilities: | ||||||||||||
| Decrease<br> (increase) in other receivables | (182 | ) | (259 | ) | 158 | 15 | ||||||
| Increase<br> (decrease) in trade payables | 62 | (138 | ) | 87 | (25 | ) | ||||||
| Change<br> in operating lease liability | (289 | ) | (33 | ) | 23 | 74 | ||||||
| Increase<br> (decrease) in other accounts payable | (72 | ) | 651 | 563 | (39 | ) | ||||||
| Adjustments<br> to reconcile loss to net cash used in operating activities | 4,619 | 2,911 | (134 | ) | 409 |
Supplementalcash flow information related to operating leases was as follows:
| Year<br> ended | Three<br> months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December<br> 31, | December<br> 31, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Cash<br> payments for operating leases | 550 | 460 | 139 | 126 | ||||
| New<br> operating lease assets obtained in exchange for operating lease liabilities | - | 1,824 | - | 814 |
SUPPLEMENTALRECONCILIATION OF GAAP TO NON-GAAP RESULTS
(Unaudited)U.S. dollars in thousands)
| Year<br> ended <br>December 31 | Three<br> months ended <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| GAAP<br> operating loss | (17,455 | ) | (15,945 | ) | (4,538 | ) | (4,116 | ) | ||||
| Share-based<br> compensation in cost of services | 25 | 5 | 8 | 5 | ||||||||
| Share-based<br> compensation in research and development | 929 | 1,161 | 233 | 244 | ||||||||
| Share-based<br> compensation in sales and marketing | 196 | 169 | 33 | 24 | ||||||||
| Share-based<br> compensation in general and administrative | 676 | 1,129 | 169 | 149 | ||||||||
| Non-GAAP<br> operating loss | (15,629 | ) | (13,481 | ) | (4,095 | ) | (3,694 | ) | ||||
| GAAP<br> net loss | (21,676 | ) | (15,036 | ) | (3,820 | ) | (3,726 | ) | ||||
| Share-based<br> compensation expenses | 1,826 | 2,464 | 443 | 422 | ||||||||
| Non-GAAP<br> net loss | (19,850 | ) | (12,572 | ) | (3,377 | ) | (3,304 | ) |