Foresight Autonomous Holdings Ltd 6-K, filed Jan 30, 2020
Foresight Autonomous Holdings Ltd. (FRSX)
About this 6-K
Foresight Autonomous Holdings Ltd filed this 6-K on January 30, 2020.
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: January 2020 (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 the Registrant’s press release issued on January 30, 2020, titled “Foresight Affiliate Rail Vision in Advanced Negotiations with Leading European Train Operator for First Commercial Agreement,” which is attached hereto as Exhibit 99.1, and the Registrant’s corporate presentation which was posted on its website, which is attached hereto as Exhibit 99.2.
The press release attached to this Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-229715) and Form S-8 (Registration No. 333-229716) of the Registrant, 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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) | |
| By: | /s/ Eli Yoresh |
| Name: | Eli Yoresh |
| Title: | Chief Financial Officer |
Date: January 30, 2020
2
Exhibit 99.1
Foresight Affiliate Rail Vision in AdvancedNegotiations with Leading European Train Operator for First Commercial Agreement
Successful negotiations may lead to thetrain operator purchasing Rail Vision’s shunting yard systems for total value of several million Euros, based on successfulprototype evaluation
Ness Ziona, Israel – January 30,2020 – Foresight Autonomous Holdings Ltd. (NASDAQ and TASE: FRSX), an innovator in automotive vision systems, announced today that it was informed by its affiliate, Rail Vision Ltd., about Rail Vision’s advanced negotiations towards its first commercial agreement with a leading European train operator.
The agreement contemplates the purchase of a prototype system of Rail Vision’s shunting yard solution for a total value of approximately 500,000 Euro. A successful prototype evaluation will entail the additional purchase of approximately 30 shunting yard systems for an additional 2.5 million Euro. The European train operator may also choose to exercise its option to purchase an additional 45 shunting yard systems for a total value of 3.5 million Euro.
Rail Vision’s unique shunting yard solution enables railway operators to safeguard and streamline their shunting operations. Combining advanced vision sensors with deep learning technologies, the solution automatically detects and classifies objects within a 200-meter range at all times of day and in all weather conditions. Additionally, the solution delivers visual warnings to operators or drivers based on customer needs to ensure a safe and secure environment, while also improving operational efficiency.
Rail Vision is a leading provider of cutting-edge cognitive vision sensor technology and safety systems for the railway industry. Rail Vision’s solutions offer detection and classification of objects or obstacles (e.g., humans, vehicles, and signals), rail path recognition (i.e., switch state detection), distance measurement and opportunity infrastructure condition monitoring.
About Foresight
Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX), founded in 2015, is a technology company engaged in the design, development and commercialization of sensor systems for the automotive industry. Through the company’s wholly owned subsidiaries, Foresight 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 sensor is a four-camera system based on 3D video analysis, advanced algorithms for image processing, and sensor fusion. Eye-Net Mobile’s cellular-based application is a V2X (vehicle-to-everything) accident prevention solution based on real-time spatial analysis of clients’ movement.
The company’s systems are designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest rates of false alerts. Foresight is targeting the semi-autonomous and autonomous vehicle markets and predicts that its systems will revolutionize automotive safety by providing an automotive-grade, cost-effective platform and advanced technology.
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 the details of the commercial agreement with the leading European train operator, and whether the parties will enter into a definitive agreement at all. 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 following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the overall global economic environment; the impact of competition and new technologies in the rail industry; general market, political and economic conditions in the countries in which Rail Vision operates; Rail Vision’s projected capital expenditures and liquidity; changes in Rail Vision’s strategy; and any litigation concerning Rail Vision.
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 20, 2019, 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. Foresight is not responsible for the contents of third party websites.
Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com
917-607-8654
Exhibit 99.2
FORESIGHT AUTONOMOUS HOLDINGS INVESTOR CONFERENCE January 2020 NASDAQ/TASE: FRSX
FORWARD LOOKING STATEMENT 2 • This presentation of Foresight Autonomous Holdings Ltd . (the “Company”) contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act and other 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 presentation when it discusses the potential of its products, market trends and potential, milestones, sales targets and sales potential . • Forward - looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain . Such expectations, beliefs and projections are expressed in good faith . However, there can be no assurance that management’s expectations, beliefs and projections will be achieved and actual results may differ materially from what is expressed in or indicated by the forward - looking statements . Forward - looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward - looking statements . For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”) including, but not limited to, the risks detailed in the Company’s registration statement on Form 20 - F, filed with the SEC . Forward - looking statements speak only as of the date the statements are made . The Company assumes no obligation to update forward - looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward - looking information except to the extent required by applicable securities laws . If the Company does update one or more forward - looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward - looking statements . The Company takes no responsibility for the content of any third parties, including third parties that are referenced in this presentation . All content in this presentation regarding Rail Vision Ltd . has been prepared by Rail Vision and is the responsibility of Rail Vision .
MICHAEL GALLY Chairman
MAIN MESSAGE 4 Foresight is currently in its best place since it was founded
13.3.2017 THE STARTUP CURVE 5
PRODUCT/MARKET FIT 6 “The term product/market fit describes ‘the moment when a startup finally finds a widespread set of customers that resonate with its product’.” Eric Ries
THE WAIT 7 Why is it taking so long?
STARTUP DEFINITION 8 A startup is an organization dedicated to creating something new under conditions of extreme uncertainty NEW UNCERTAINTY
AUTOMOTIVE VERTICALS 9 Performance proved to be relevant to different verticals: passenger vehicles, defense industry, buses/truck, heavy equipment machinery
PRODUCT OFFERING 10 The technology can be offered as: • A software product • A software + hardware product • Features to be integrated into other products
INTELLECTUAL PROPERTY 11 The company ’ s IP (knowledge and patents) is already of great financial value
INDUSTRY REALIZATION 12 Disappointment from LIDAR performance and realization that “ the eyes of the vehicle ” must be camera - based
HAIM SIBONI Founder & CEO
ABOUT FORESIGHT HOLDINGS 14 23.20 % 76.80 % Public Float AUTOMOTIVE 100 % 24.12 % Vision based accident prevention and autonomous driving systems Cellular Ͳ based V 2 X system Vision - based systems for railway safety, security and maintenance Foresight Autonomous Holdings (FRSX) 100 % AUTOMOTIVE
DORON COHADIER VP Business Development
MARKET TRENDS – AUTONOMOUS DRIVING DELAYED 16
MARKET INSIGHTS 17 • Cornell University Research (April 2019 ) - “ Researchers found that accuracy of a stereo camera is superior and can be a viable and low - cost alternative to LiDAR ” • OEMs are currently evaluating IR technology • Automotive IR through regulation • No good sensor currently available for harsh weather conditions
QUADSIGHT ® 18
QUADSIGHT ® DEMO 19
QUADSIGHT ® CAPABILITIES – STEREOSCOPIC TECH. 20
QUADSIGHT ® CAPABILITIES – D POINT CLOUD 21
QUADSIGHT ® CAPABILITIES – AUTO CALIBRATION 22
QUADSIGHT ® CAPABILITIES – HARSH WEATHER 23
QUADSIGHT ® CAPABILITIES - FUSION 24
AGREEMENTS 2019 25 • Israel – Commercial agreement with Elbit Systems • Japan – Distribution agreement with Cornes Technologies • China • Strategic Agreement • Technological Agreement
FIRST COMMERCIAL AGREEMENT – ELBIT SYSTEMS 26 • Software license – thousands of dollars per license • Support & maintenance services for additional fees • Modifications entail additional cost • Exclusive rights in Israel and globally
TECHNOLOGICAL AGREEMENT WITH CHINESE TIER ONE 27 • Chinese Tier One supplier develops automatic safety solutions for Chinese OEMs • Aim to integrate QuadSight into existing projects of the supplier • Agreement includes sale of a QuadSight prototype system • Foresight and the Chinese supplier have each applied for Israel - China bilateral governmental funding programs
PROTOTYPES 28 *Trademarks are the property of their respective owners
GEOGRAPHICAL EFFORTS 2019 29 NORTH AMERICA ASIA EUROPE JAPAN AFRICA SOUTH AMERICA
Technological Demonstrations TECHNOLOGICAL DEMONSTRATIONS 30 JAPAN USA FRANCE GERMANY
Sales Cycle POC Design Win Prototypes Mass Production SALES CYCLE 31
ADDITIONAL MARKETS 32
Award - Winning Technology CES Innovation Awards ( 2019 ) Edison Awards Gold Winner ( 2019 ) AWARD - WINNING TECHNOLOGY 33 CES Innovation Awards ( 2019 ) New Mobility World Lab 18 Startup Challenge ( 2018 ) Edison Awards Gold Winner ( 2019 ) BIG Innovation Awards ( 2020 )
EFRAIM WASSERVOGEL Sr. Consultant
AUTONOMOUS VEHICLES - A PARADIGM SHIFT 35 • Since 1980 , the total cost of electronics embedded in a car has increased and in 2010 reached the same cost of the “ mechanical ” chassis. • Since then, the OEMs have lost control of innovation which is presently being developed by Tier One suppliers and startups, as well as by newcomers such as and *Trademarks are the property of their respective owners
AUTONOMOUS VEHICLES - A PARADIGM SHIFT – CONT ’ D 36 • In 2015 , all the OEMs have declared that L 5 shall be on the market by 2025 ! • Recently the same OEMs have decided to delay L 5 to 2035 … • This decision paves the way to L 3 and 4 as well as to
Manual control Manual control + cruise control Steering, braking control Environment detection driver overrides Geofencing autodrive . driver overrides No steering wheel, no pedals … REMINDER - LEVELS OF DRIVING AUTOMATION 37 * Source: https://www.machinedesign.com/mechanical - motion - systems/article/ 21838234 /how - ai - is - paving - the - way - for - autonomous - cars
EUROPEAN OEMS RANKED BY “AUTONOMY” LEVEL 38 Level 2 Level 3 Level 3 “plus” VOLVO Trucks and Mercedes Trucks & Cars are the most advanced OEMs Although a VW Group ’ s subsidiary, AUDI is significantly more innovative than VW Small but very ambitious VW wants to be Level 4 … or nothing ! BMW is on the verge to be L 4 Both Renault and PSA are followers *Trademarks are the property of their respective owners
Level 2 Level 3 Level 3 “plus” EUROPEAN TIER ONE RANKED BY “ AUTONOMY ” LEVEL 39 *Trademarks are the property of their respective owners
CUSTOMER FEEDBACK 40 • Foresight performs real time demonstrations in order to allow OEMs and Tier One suppliers to understand QuadSight superiority over competing technologies. • Last summer, we have performed live demos to many European OEMs and Tier One suppliers. They were very impressed by the combination of software/algorithm and the true image displayed by 2 sets of stereoscopic cameras (visible and IR) .
DROR ELBAZ COO, Deputy CEO, Eye - Net Mobile
42 186 336 716 365 0 100 200 300 400 500 600 700 800 1949 1951 1953 1955 1957 1959 1961 1963 1965 1967 1969 1971 1973 1975 1977 1979 1981 1983 1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017 WHAT WE ARE AIMING TO SOLVE FATALITIES IN ROAD ACCIDENTS IN ISRAEL 1949 - 201 Smartphones usage Source : Road Safety Trends in Israel, Israel National Road Safety Authority, September 2016
43 SOLUTIONS & BUSINESS MODEL ! Protect Real - time pre - collision alerts to vulnerable road users and vehicles by using smartphones. Real - time alerts and notifications, enhanced map information and automatic e - call service Safety trends and actionable insights based on state - of - the - art artificial intelligence system Analyze Predict Offering Mobile SDK Revenue stream Free • 3 rd party applications • Mobile carriers embedded • Car manufactures • Infotainment systems Availability Q 1 - 2020 Offering Standalone app. Revenue stream License Availability Q 4 - 2020 Offering • Data as service • Dashboard Revenue stream License / Per API Availability Q2 - 2021 • Automotive OEMs • Leasing & rental companies • Infotainment systems • City planners • Statutory authorities • Auto tech developers • Mapping companies • Research groups
44 FORECAST REVENUES FROM SMARTPHONE - BASED DRIVER SAFETY SERVICES [ Bn$ ] Source : (Based on) Ovum TMT intelligence | The opportunity for MNOs in driver safety initiatives | 12 Feb 2019 0 2 4 6 8 10 12 2018 2019 2020 2021 2022 North America Europe Asia & Oceania RoW [ ~ 30 ] [ ~11.5 ] [ ~ 15.5 ] [ ~ 20 ] [ ~24 ]
45 Jan 2020 SDK Version ACHIEVEMENTS AND PLANNED MILESTONES Sep 2016 Project initiation Mar 2018 Multi - participants trial May 2018 Smart infrastructure integration trial Aug 2018 Integration with a local CSP Feb 2019 Smart transportation trial Jun 2019 Eco - Motion - Tel - Aviv Feb 2019 MWC - Barcelona Jul 2019 Large scale trial Q 2 2020 Eye - Net Design Partners Program May 2018 Eye - Net Establishment
46 Users 8,551 3,431 41.2% 58.8% Distance > 754K [Km] > 13K [Km] > 700K [Km] > 33K [Km] Usage > 35K [ Hr ] < 1% [B/ Hr ] > 68 [GB] 1.9 [MB/ Hr ] Service 1.48% [AU] 100% > 34.5M 134 [ ms ] Efficiency > 50.4% 2,647 [UU] 438 [UU] 5 Feedbacks • Tackles a REAL problem • Simplicity (UX / Onboarding) • User added value (“No Alerts”) • Battery consumption 24 - 29 July 2019 – Large scale trial
ELEN KATZ Founder & CEO, Rail Vision
Sales Targets 2020 ▪ 2020 as the first year for sales ▪ Purchase Order volume of 5M $ /or order for 70 Systems ▪ Initiate sales cycles as base for sales 2021 - 2022 DA (Data Acquiring) => DEMO => POC (Proof Of Concept) =>RFI (Request For Information) => RFP (Request For Proposal) 48
Potential 2020 - 2021 Application Territory / Costumer Stage Potential Date Mainline Asia RFP 5 - 6 systems Q2/ 2020 Europe DA+ Demo - Q1/2020 Europe RFI 135 systems Q2 - Q3/2020 Europe RFP 12 systems Q2 - Q3 /2020 Switch Yard Europe Contracting local entity 31+45 systems Q1 /2020 Europe DA + Demo => RFI/RFP 150 systems 2021 Asia DA + Demo 30 systems Q1 - Q2/2020 Europe RFI => Demo => RFP - Q3 – Q4 /2020 LRV USA RFP 650 systems Q3 - Q4 /2020 USA Demo => RFI/RFP 1000 - 1500 systems 2020 - 2021 Europe DA => RFI => RFP 300 systems Q2 - 2021 Asia RFP 180 systems 2021 IBN Europe Q2 /2020 49
Main Highlights and Achievements ▪ Finance: March 2019 - $10 million strategic investment by Knorr - Bremse (KB) ▪ R&D: ▪ Switch Yard (SY – 200 meters) – Final stages ▪ Main Line (ML – 1000 meters) – Q3 2020 ▪ Light Rail Vehicle (LRV) – Q3 2020 ▪ Image - based navigation (IBN) – Q2 2020 ▪ ML demo was successfully installed on a European operator’s locomotive for DA. ▪ Advanced negotiation with a European operator for an order of SY systems after a successful LTP (A EUR 3.0 million deal with an option for additional EUR 3.5 million) 50
HAIM SIBONI Summary & Questions
STATUS UPDATE – ELBIT SYSTEMS 52 Moving towards a commercial agreement with Elbit’s end - user customers
STATUS UPDATE – HEAVY EQUIPMENT MARKET 53 Moving towards proof of concept (POC) with heavy equipment vehicle manufacturers and Tier One suppliers
STATUS UPDATE – PASSENGER VEHICLES MARKET 54 Moving towards proof of concept (POC) with passenger vehicle manufacturers and Tier One suppliers
STATUS UPDATE – EYE - NET MOBILE 55 Moving towards paid POCs with vehicle manufacturers and pilots with third - party applications
THANK YOU! Info@foresightauto.com www.foresightauto.com 56