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: March 2018 (Report No. 2)

 

Commission file number: 001-38094

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

(Translation of registrant’s name into English)

 

3 Golda Meir

Ness Ziona 7414001 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

 

Attached hereto and incorporated by reference herein is: (i) the Registrant’s press release issued on  March 27, 2018, announcing its financial results for the fourth quarter and full year ended December 31, 2017 , which is attached hereto as Exhibit 99.1; and (ii) the Registrant’s press release issued on March 28, 2018, announcing that it has successfully completed a multi-user trial with its Eye-Net TM accident prevention solution, which is attached hereto as Exhibit 99.2.

 

Exhibit No.   Description
     
99.1  

Press release issued by Foresight Autonomous Holdings Ltd. on March 27, 2018, announcing its financial results for the fourth quarter and full year ended December 31, 2017.

     
99.2   Press release issued by Foresight Autonomous Holdings Ltd. on March 28, 2018, announcing that it has successfully completed a multi-user trial with its Eye-Net TM accident prevention solution.

 

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: March 28, 2018

 

 

2

 

 

Exhibit 99.1

 

 

 

Foresight Announces Fourth Quarter and Full Year 2017 Financial Results

 

NESS ZIONA, Israel - March 27, 2018 - Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (NASDAQ and TASE: FRSX), today reported financial results for the fourth quarter and full year 2017. Foresight ended the fourth quarter of 2017 with $21.8 million in cash and short-term deposits, with GAAP net loss for the full year 2017 of $15.9 million and with non-GAAP net loss of $5.3 million.

 

“The excitement for Foresight’s life-saving automotive vision solutions continues to grow,” commented Foresight Chief Executive Officer Haim Siboni. “Most recently, our innovative QuadSight vision system drew a tremendous amount of attention at the International Consumer Electronics Show in Las Vegas. We have also seen considerable progress in China, as Foresight concluded pilot programs with multiple leading Chinese car manufacturers during 2017. In the coming year, we will continue to leverage our industry-leading technology through pilot tests and commercial partnerships, leading us to long-term success.”

 

Fourth Quarter 2017 Financial Results

 

Research and development (R&D) expenses for the three months ended December 31, 2017 were $1,670,000, compared to $308,000 in the three months ended December 31, 2016. General and administrative (G&A) expenses for the three months ended December 31, 2017 were $732,000, compared to $645,000 in the three months ended December 31, 2016. This increase is attributed mainly to accelerated employee recruitment and is comprised primarily of payroll and related expenses, stock-based compensation expenses and subcontracted services expenses.

 

GAAP net profit for the three months ended December 31, 2017 was $6,493,000, or $0.06 per ordinary share, compared to a GAAP net loss of $1,019,000, or $0.01 per ordinary share, in the three months ended December 31, 2016. The decrease is attributed mainly to the revaluation of derivative warrant liability, and revaluation of other investments (mainly the warrants we hold in Rail Vision Ltd.).
   
  Non-GAAP net loss for the three months ended December 31, 2017 was $977,000 or $(0.01) per ordinary share compared to a non-GAAP net loss of $1,032,000, or $(0.01) per ordinary share, in the three months ended December 31, 2016.

 

Full Year 2017 Financial Results

 

R&D expenses for the full year ended December 31, 2017 were $4,089,000, compared to $904,000 in the full year ended December 31, 2016. The increase is attributed to acceleration in Research & Development efforts and employee recruitment, and is comprised primarily of payroll and related expenses, stock-based compensation expenses and subcontracted services expenses.

 

G&A expenses for the full year ended December 31, 2017 were $3,753,000, compared to $2,627,000 in the full year ended December 31, 2016. The increase is attributed primarily to payroll and related expenses, stock-based compensation expenses and expenses related to service providers.

 

 

 

 

 

 

GAAP net loss for the full year ended December 31, 2017 was $15,942,000, or $(0.17) per ordinary share, compared to a GAAP net loss of $1,913,000 or $(0.03) per ordinary share, in the full year ended December 31, 2016. The increase is attributed mainly to the increase in R&D expenses, the increase in stock-based compensation expenses, and the increase in revaluation of derivative warrant liability.
   
  Non-GAAP net loss for the full year ended December 31, 2017 was $5,274,000 or $(0.06) per ordinary share compared to a non-GAAP net loss of $3,355,000 or $(0.05) per ordinary share, in the full year ended December 31, 2016.

 

      Full year ended
December 31,
    Three months ended
December 31,
 
  (thousands of U.S. dollars, except per share data)   2017     2016     2017     2016  
  GAAP Results                        
  Net (loss) profit   $ (15,942 )   $ (1,913 )   $ 6,493     $ (1,019 )
  Basic and diluted (loss) profit per share     (0.17 )     (0.03 )     0.06       (0.01 )
  Non-GAAP Results                                
  Net loss   $ (5,274 )   $ (3,355 )   $ (977 )   $ (1,032 )
  Basic and diluted loss per share     (0.06 )     (0.05 )     (0.01 )     (0.01 )

 

A reconciliation between GAAP operating results and non-GAAP operating results is provided in the following financial statements that are part of this release. Non-GAAP results exclude stock-based compensation expenses, revaluation of other investments and revaluation of derivative warrant liability.

 

Balance Sheet Highlights

 

Cash and short-term deposits totaled $21.8 million as of December 31, 2017, compared to $3.8 million on December 31, 2016. The increase compared to December 31, 2016 is attributed mainly to the proceeds received from private placements that occurred in the first half of 2017, totaling $11.6 million gross ($10.7 net) proceeds and to the warrants exercise proceeds, equal to $12.6 million, less the cash used during the period.

 

GAAP shareholders’ equity totaled $24.8 million as of December 31, 2017, compared to $4.7 million as of December 31, 2016.

 

Non-GAAP shareholders' equity totaled $22.9 million as of December 31, 2017, compared to $4.8 million as of December 31, 2016.

 

      As of
December 31,
 
  (thousands of U.S. dollars)   2017     2016  
  GAAP Results            
  Shareholders' equity   $ 24,817     $ 4,669  
  Non-GAAP Results                
  Shareholders' equity   $ 22,921     $ 4,800  

 

  2  

 

 

 

 

A reconciliation between GAAP shareholders' equity results and non-GAAP shareholders' equity results is provided in the following financial statements that are part of this release. Non-GAAP results exclude derivative warrant liability and revaluation of other investments.

 

Recent Corporate Highlights:

 

Demonstrated QuadSight TM vision system at CES 2018: Foresight exhibited its groundbreaking QuadSight TM vision system at CES 2018 in Las Vegas, drawing considerable attention including a feature on CNBC’s “Halftime Report.” Foresight demonstrated the quad-camera vision system’s industry-leading obstacle detection in all lighting and weather conditions.

 

Increased stake in Rail Vision following successful trial in Europe : Foresight increased its stake in Rail Vision Ltd. by exercising warrants on 11,486 of Rail Vision’s ordinary shares for an aggregate of $2.24 million. As of the date hereof, Foresight holds 32.16% of the issued and outstanding share capital of Rail Vision and 35.39% on a fully diluted basis.

 

Completed Pilot Project with One of China’s Largest Car Manufacturers: Foresight successfully completed its previously-announced pilot project with one of China’s top three largest car manufacturers, meeting the pre-defined requirements and criteria established for success. Foresight’s Eyes-On TM system was tested in both controlled and uncontrolled environments against both predefined and incidental targets. The parties have agreed to examine potential opportunities for cooperation.

 

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 excludes the effect of stock-based compensation expenses and revaluation of derivative warrant liability, and non-GAAP financial measures of shareholders’ equity that excludes the effect of derivative warrant liability. 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), founded in 2015, is a technology company engaged in the design, development and commercialization of stereo/quad-camera vision systems and V2X cellular-based solutions for the automotive industry based on 3D video analysis, advanced algorithms for image processing and sensor fusion. The company, through its wholly owned subsidiary Foresight Automotive Ltd., develops advanced systems for accident prevention which are designed to provide real-time information about the vehicle's surroundings while in motion. The systems are designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest rates of false alerts. The company’s systems are targeting the Advanced Driver Assistance Systems (ADAS), semi-autonomous and autonomous vehicle markets. The company estimates that its systems will revolutionize automotive safety by providing an automotive-grade, cost-effective platform and advanced technology.

 

  3  

 

 

 

 

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 that it will continue to leverage industry-leading technology through pilot tests and commercial partnerships and that it will examine potential opportunities for cooperation in the coming months. 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.

 

FORESIGHT INVESTOR RELATIONS

 

Miri Segal-Scharia  

MS-IR LLC

917-607-8654 

msegal@ms-ir.com


  4  

 

 

 

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

    As of
December 31, 2017
    As of
December 31, 2016
 
ASSETS            
             
Current assets:            
Cash and cash equivalents   $ 9,636     $ 3,364  
Short term deposits     12,169       390  
Marketable equity securities     22       -  
Other Investments     2,361       -  
Other receivables     482       104  
Total current assets     24,670       3,858  
                 
Non-current assets:                
Marketable equity securities     -       18  
Investment in affiliate company     1,404       1,248  
Other investments     1,672       66  
Fixed assets, net     289       67  
      3,365       1,399  
                 
Total assets   $ 28,035     $ 5,257  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 
Current liabilities:                
Trade payables   $ 330     $ 104  
Other accounts payable     817       353  
Total current liabilities     1,147       457  
                 
Derivative warrant liability     2,071       131  
Total liabilities     3,218       588  
                 
Shareholders’ equity:                
                 
Common stock of NIS 0 par value;     -       -  
Additional paid-in capital     44,114       8,024  
Accumulated deficit     (19,297 )     (3,355 )
Total shareholders’ equity     24,817       4,669  
                 
Total liabilities and shareholders’ equity   $ 28,035     $ 5,257  

 

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP SHAREHOLDRES' EQUITY U.S. dollars in thousands

 

    As of
December 31, 2017
    As of
December 31, 2016
 
GAAP Shareholders' equity     24,817       4,669  
Revaluation of other investments     (3,967 )     -  
Derivative warrant liability     2,071       131  
Non-GAAP Shareholders' equity     22,921       4,800  

 

  5  

 

 

 

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. dollars in thousands

 

    Year ended
December 31,
    Three months ended
December 31,
 
    2017     2016     2017     2016  
Research and development expenses, net     (4,089 )     (904 )     (1,670 )     (308 )
                                 
Marketing and sales     (1,015 )     (224 )     (239 )     (64 )
                                 
General and administrative expenses     (3,753 )     (2,627 )     (732 )     (645 )
                                 
Operating loss     (8,857 )     (3,755 )     (2,641 )     (1,017 )
                                 
Equity in net loss (gain) of an affiliated company     (156 )     108       (882 )     108  
                                 
Financing income (expenses), net     (7,241 )     1,950       8,253       106  
                                 
Net (loss) profit     (15,942 )     (1,913 )     6,494       (1,019 )

 

  6  

 

 

 

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

U.S. dollars in thousands

 

    Year ended
December 31
    Three months ended
December 31,
 
    2017     2016     2017     2016  
GAAP operating loss     (8,857 )     (3,755 )     (2,641 )     (1,017 )
Stock-based compensation in research and development     491       -       146       -  
Stock-based compensation in sales and marketing     443       -       89       -  
Stock-based compensation in general and administrative     1,521       405       157       81  
Non-GAAP operating loss     (6,402 )     (3,350 )     (2,249 )     (936 )
                                 
GAAP Financing income (expenses), net     (7,241 )     1,950       8,253       106  
Revaluation of derivative warrant liability     12,180       (1,847 )     (3,894 )     (94 )
Revaluation of other investments     (3,967 )     -       (3,967 )     -  
Non-GAAP financing (expenses) income, net     972       103       392       12  
                                 
GAAP net profit (loss)     (15,942 )     (1,913 )     6,494       (1,019 )
Stock-based compensation expenses     2,455       405       391       81  
Revaluation of other investments     (3,967 )     -       (3,967 )     -  
Revaluation of derivative warrant liability expenses/ income     12,180       (1,847 )     (3,894 )     (94 )
Non-GAAP net loss     (5,274 )     (3,355 )     (977 )     (1,032 )

 

 

7

 

 

Exhibit 99.2

 

 

Foresight Completes Successful Multi-User Trial of Cellular-Based

Eye-Net TM Solution for Accident Prevention

 

The Eye-Net TM cellular-based solution is designed to prevent accidents between

vehicles and between vehicles and pedestrians

 

Ness Ziona, Israel – March 28, 2018 - Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (NASDAQ and TASE: FRSX), announced today that it has successfully completed a multi-user trial of its Eye-Net TM accident prevention solution and met the pre-defined criteria set for its success.

 

The Eye-Net TM V2X (vehicle-to-everything) cellular-based accident prevention solution is designed to provide real-time pre-collision alerts to pedestrians and vehicles by using smartphones and relying on existing cellular networks.

 

120 Android and iOS users from across Israel participated in the trial. Part of the trial consisted of simulating collision scenarios in two different locations in a safe and controlled manner. The simulated scenarios included two vehicles moving towards each other with no direct eye contact between them and an additional scenario simulating an accident between a vehicle and a pedestrian. In all the simulated scenarios, the Eye-Net TM application successfully alerted all users in a manner that enabled them to brake safely and on time. The information was streamed in real-time to a control room at the company’s headquarters and accurately displayed the location of the simulated collisions on a map.

 

The following pre-defined objectives were to be validated during the trial: the stability and usability of the application on both iOS and Android-based cellular phones; the server workload and its ability to handle data transfer; the ability to support a wide geographic distribution of users; the real-time functionalities of the dashboard; controlled scenarios validation (pedestrian collision warning and collision warning); and overall system stability. All objectives were successfully achieved.

 

This trial marks the successful completion of the system's feasibility study.

 

Earlier this month, the company announced that it has entered into a memorandum of understanding with Tamda Ltd. (TASE:TMDA) and Tamda’s controlling shareholders, pursuant to which the company agreed to proceed with a transaction to spin off its activities dedicated to the development of our Eye-Net TM solution and merge them into Tamda. Upon the closing of the transaction, the company will own approximately 74.5% of the issued and outstanding share capital of Tamda. The parties’ obligations to complete the transaction are subject to various closing conditions. We cannot be sure that the transaction will close as contemplated, if at all.

 

 

 

 

 

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 stereo/quad-camera vision systems and V2X cellular-based solutions for the automotive industry based on 3D video analysis, advanced algorithms for image processing and sensor fusion. The company, through its wholly owned subsidiary Foresight Automotive Ltd., develops advanced systems for accident prevention which are designed to provide real-time information about the vehicle's surroundings while in motion. The systems are designed to improve driving safety by enabling highly accurate and reliable threat detection while ensuring the lowest rates of false alerts. The company’s systems are targeting the Advanced Driver Assistance Systems (ADAS), semi-autonomous and autonomous vehicle markets. The company estimates 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 development of its Eye-Net TM solution and its plans to spin-off its Eye-Net TM related activities. 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 registration statement on Form 20-F filed with the Securities and Exchange Commission ("SEC") on June 1, 2017, 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