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: November 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

 

Attached hereto and incorporated herein is the Registrant’s press release issued on November 12, 2020, titled “Foresight Announces Third Quarter 2020 Financial Results.”

 

The first paragraph, the sections titled “Third Quarter 2020 Financial Results,” “Balance Sheet Highlights,” “Recent Corporate Highlights,” and “Forward-Looking Statements,” and the GAAP financial statements in the press release are 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 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 November 12, 2020, titled “Foresight Announces Third Quarter 2020 Financial Results.”

 

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: November 12, 2020 By: /s/ Eli Yoresh
  Name:  Eli Yoresh
  Title: Chief Financial Officer

 

 

2

 

Exhibit 99.1

 

 

Foresight Announces Third Quarter 2020 Financial Results

 

NESS ZIONA, Israel — November 12, 2020 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX), today reported financial results for the third quarter ended September 30, 2020. Foresight ended the third quarter of 2020 with $14.5 million in cash and short-term deposits, GAAP net loss of $11.4 million and non-GAAP net loss for the same period of $10.5 million.

 

“Foresight continued to demonstrate steady progress in the third quarter, as we established new partnerships with influential players in Europe, Japan and China,” commented Haim Siboni, CEO of Foresight. “We are confident that our new relationships with leading companies such as Elbit Systems and FLIR Systems will lead to stable sales growth, as we continue to refine our products and technology based on feedback from our prototype system sales. I am proud of how Foresight has responded to the market situation posed by the COVID-19 pandemic, as we have worked not only to maintain stable business performance, but also to develop a COVID-19 symptom screening solution which leverages our leading thermal and visible-light camera technology.”

 

“The third quarter also saw notable progress for our subsidiary Eye-Net Mobile and our affiliated company Rail Vision,” continued Mr. Siboni. “Both companies made impressive strides in new markets, demonstrating the long-term potential of their innovative technologies. Rail Vision has accomplished the first commercial agreement for its shunting yard solution which is currently being evaluated by a major European train operator, while Eye-Net Mobile’s Eye-Net™ Protect solution is undergoing pilot projects with two multi-billion-dollar Japanese companies. We are optimistic that successful evaluation could lead to further collaboration with these impressive partners.”

 

Third Quarter 2020 Financial Results

 

Research and development (R&D) expenses for the three months ended September 30, 2020 were $2,157,000 compared to $2,547,000 in the three months ended September 30, 2019. The decrease is attributed mainly to a decrease in subcontracted services.

 

General and administrative (G&A) expenses for the three months ended September 30, 2020 were $918,000 compared to $893,000 in the three months ended September 30, 2019. The increase is attributed mainly to an increase in payroll expenses partially offset by a decrease in professional services.

 

GAAP net loss for the three months ended September 30, 2020 was $3,980,000, or $0.02 loss per ordinary share, compared to GAAP net loss of $3,931,000, or $0.03 loss per ordinary share, in the three months ended September 30, 2019. The increase is attributed mainly to an increase in equity in net loss of an affiliated company.

 

Non-GAAP net loss for the three months ended September 30, 2020 was $3,420,000, or $0.02 loss per ordinary share, compared to a non-GAAP net loss of $3,439,000, or $0.01 loss per ordinary share, in the three months ended September 30, 2019. A reconciliation between GAAP net loss and non-GAAP net loss is provided following the financial statements that are part of this release. Non-GAAP results exclude the effect of stock-based compensation expenses, revaluation of other investments and revaluation of derivative warrant liability.

 

 

 

 

 

Balance Sheet Highlights

 

Cash and cash equivalents and short-term deposits totaled $14.5 million as of September 30, 2020, compared to $13.1 million on September 30, 2019.

 

Investments in Rail Vision Ltd. totaled $4.7 million as of September 30, 2020, compared to $7.4 million on September 30, 2019. The decrease is attributed mainly to equity in net loss of Rail Vision’s results.

 

GAAP shareholders’ equity totaled $18.8 million as of September 30, 2020, compared to $16.3 million as of December 31, 2019.

 

Non-GAAP shareholders’ equity totaled $18.8 million as of September 30, 2020, compared to $16.6 million as of December 31, 2019.

 

    As of
September 30,
    As of
December 31,
 
(thousands of U.S. dollars)   2020     2019     2019  
GAAP Results                  
Shareholders’ equity   $ 18,767     $ 20,307     $ 16,288  
Non-GAAP Results                        
Shareholders’ equity   $ 18,767     $ 20,631     $ 16,612  

 

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

 

Recent Corporate Highlights:

 

Foresight Received Two Product Orders from Elbit Systems Ltd.: In July, Foresight received two orders for product development and customization from Elbit Systems Land Ltd., a subsidiary of the leading Israeli defense company Elbit Systems. According to the agreement, Foresight will supply a QuadSight® prototype system with wide-angle field-of-view detection capabilities to meet Elbit Systems’ specific requirements. The modified prototype enhances the QuadSight system’s ability to detect objects in a wider area of the road ahead.

 

Foresight Initiated Pilot Project for COVID-19 Screening Solution: Foresight announced in July that its COVID-19 symptom screening solution, which is designed to detect several notable symptoms of the coronavirus, will be tested in a pilot project with Meuhedet, one of Israel’s largest health maintenance organizations. The pilot will take place in Israel in the city of Ashdod, where Meuhedet’s largest clinic serves approx. 50,000 patients. The screening solution, based on Foresight’s extensive experience with thermal and visible light cameras, is designed to detect high body temperature and signs of fatigue.

 

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Foresight Received Order for Two Prototype Systems from Multi-Billion-Dollar Chinese Technology Company: Two QuadSight vision system prototypes were ordered in July by the automotive solutions business unit of a multi-billion-dollar global Chinese technology company. The technology company may use Foresight’s technology to improve its autonomous vehicle and safety solutions, and the prototype sales could result in future collaboration.

 

Rail Vision Signed Commercial Agreement to Supply Shunting Yard Systems to Leading European Train Operator: Rail Vision, an affiliate of Foresight, announced in September that it signed a commercial agreement with an affiliate of Knorr-Bremse AG, a $17 billion Europe-based group. According to the agreement, Knorr-Bremse will supply Rail Vision’s Assisted Remote Shunting (ARS) systems to a leading European train operator. As first announced in April, Rail Vision received an initial order from a leading European train operator for an ARS prototype system and to execute an Operational Functional Test. According to the terms of the agreement, the train operator may choose to purchase 30 ARS systems, and may then exercise the option to purchase an additional 45 ARS systems.

 

Eye-Net Mobile Received Patent Approval for Accident Prevention Solution: In late July, Eye-Net Mobile, a wholly-owned subsidiary of Foresight, received a notice of allowance from the U.S. Patent and Trademark Office for its patent application for a “system and method for preventing car accidents and collisions between vehicles and pedestrians.” The patented technology refers to Eye-Net Mobile’s accident prevention system, which predicts collisions between vehicles and pedestrians through a dedicated software application on the mobile devices of pedestrians and vehicle users.

 

Eye-Net Mobile Announced Two Pilot Projects with Global Japanese Technology Companies: In August, Eye-Net Mobile announced two pilot projects for its Eye-Net Protect cellular based V2X (vehicle-to-everything) accident prevention solution. The Eye-Net Protect system will be evaluated by a multi-billion-dollar global Japanese technology company, as well as by a multi-billion-dollar multinational Japanese electronics company. The projects will evaluate the Software Development Kit (SDK) configuration of the Eye-Net Protect solution.

 

Foresight Completed Development of Commercial Version of Automatic Calibration Software: In September, Foresight announced the completion of a commercial version of its groundbreaking automatic calibration software. Foresight’s software solution ensures stereoscopic sensors remain calibrated regardless of their position on the car. These calibration capabilities are essential to create the accurate stereoscopic 3D perception needed for reliable automotive vision systems. Additionally, Foresight submitted two new patent applications related to multiple-sensor camera systems.

 

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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, the revaluation of other investments and revaluation of derivative warrant liability, and non-GAAP financial measures of shareholders’ equity that excludes the effect of derivative warrant liability and the revaluation of other investments. 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 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 Advanced Driver Assistance Systems (ADAS), 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.

 

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

 

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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 expected stable sales growth and further collaborations with partners. 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, 2020, and in any subsequent filings with the SEC. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: Foresight’s burn rate, its ability to generate revenue, and its ability to continue as a going concern. Based on the projected cash flows and Foresight’s cash balances as of September 30, 2020, Foresight’s management is of the opinion that as of September 30, 2020, without further fund raising it will not have enough resources to enable it to continue advancing its activities for a period of at least 12 months. As a result, there is substantial doubt about Foresight’s ability to continue as a going concern. 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

 

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FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

    As of
September 30,
2020
    As of
September 30,
2019
    As of
December 31,
2019
 
ASSETS                  
                   
Current assets:                  
Cash and cash equivalents   $ 9,395     $ 5,070     $ 4,827  
Short Term Deposits     5,142       8,068       5,233  
Marketable equity securities     19       36       23  
Other receivables     446       773       613  
Total current assets     15,002       13,947       10,696  
                         
Non-current assets:                        
ROU Asset     1,127       1,340       1,278  
Investment in affiliate company     4,730       7,400       6,729  
Fixed assets, net     487       668       631  
      6,344       9,408       8,638  
                         
Total assets   $ 21,346     $ 23,355     $ 19,334  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
                         
Current liabilities:                        
Trade payables   $ 188     $ 675     $ 498  
Operating Lease Liability     401       413       411  
Other accounts payables     1,158       892       1,130  
Total current liabilities     1,747       1,980       2,039  
                         
Non-current liabilities:                        
Operating Lease Liability     832       1,068       1,007  
                      -  
Total liabilities     2,579       3,048       3,046  
                         
Shareholders’ equity:                        
                         
Common stock of NIS 0 par value;     -       -       -  
Additional paid-in capital     79,478       65,330       65,681  
Accumulated deficit     (60,753 )     (45,023 )     (49,393 )
Total Foresight autonomous holdings LTD. Shareholders’ equity     18,725       20,307       19,334  
Non-Controlling Interest     42       -       -  
Total equity     18,767       20,307       16,288  
                         
Total liabilities and stockholders’ equity   $ 21,346     $ 23,355     $ 19,334  

 

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. dollars in thousands

 

    Nine months ended
September 30,
    Three months ended
September 30,
 
    2020     2019     2020     2019  
Research and development expenses, net     (6,374 )     (7,007 )     (2,157 )     (2,547 )
                                 
Marketing and sales     (973 )     (1,616 )     (307 )     (519 )
                                 
General and administrative expenses     (2,212 )     (2,666 )     (918 )     (893 )
                                 
Operating loss     (9,559 )     (11,289 )     (3,382 )     (3,959 )
                                 
Equity in net gain (loss) of an affiliated company     (1,999 )     (168 )     (655 )     (184 )
                                 
Financing income (expenses), net     198       388       57       212  
                                 
Net loss     (11,360 )     (11,069 )     (3,980 )     (3,931 )

 

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

 

    Nine months ended
September 30,
    Three months ended
September 30,
 
    2020     2019     2020     2019  
                         
Net cash used in operating activities                        
Loss for the Period     (11,360 )     (11,069 )     (3,980 )     (3,931 )
                                 
Adjustments to reconcile profit (loss) to net cash used in operating activities:     2,852       2,259       1,249       827  
                                 
Net cash used in operating activities     (8,508 )     (8,810 )     (2,731 )     (3,104 )
                                 
Cash Flows from Investing Activities                                
Changes in short term deposits     91       4,438       1,987       4,212  
Proceed from other investments     -       21       -       -  
Proceed from sales marketable securities     68       -       -       -  
Purchase of fixed assets     (48 )     (73 )     (39 )     (34 )
                                 
Net cash provided by investing activities     111       4,386       1,948       4,178  
                                 
Cash flows from Financing Activities:                                
Issuance of ordinary shares and warrants, net of issuance expenses     12,929       6,521       (153 )     -  
                                 
Net cash provided (used) by financing activities     12,929       6,521       (153 )     -  
                                 
Effect of exchange rate changes on cash and cash equivalents     36       (185 )     19       (51 )
                                 
Increase (decrease) in cash and cash equivalents     4,568       1,912       (917 )     1,023  
Cash and cash equivalents at the beginning of the period     4,827       3,158       10,312       4,047  
                                 
Cash and cash equivalents at the end of the period     9,395       5,070       9,395       5,070  

 

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

 

    Nine months ended
September 30,
    Three months ended
September 30,
 
    2020     2019     2020     2019  
Adjustments to reconcile profit (loss) to net cash used in operating activities:                        
Share-based payment     910       1,286       560       450  
Depreciation     192       193       61       65  
Revaluation of derivative warrant liability     -       1       -       (42 )
Equity in loss (gain) of an affiliated company     1,999       168       655       184  
Revaluation of securities     (64 )     (13 )     (5 )     (5 )
Revaluation of other investments     -       324       -       -  
exchange rate changes on cash and cash equivalents     (36 )     185       (19 )     51  
                                 
Changes in assets and liabilities:                                
Decrease (increase) in other receivables     167       (302 )     (135 )     (264 )
Increase (decrease) in Trade payables     (310 )     331       94       368  
Change in operating lease liability     (15 )     105       2       30  
Increase (decrease) in other accounts payable     9       (19 )     36       (10 )
                                 
Adjustments to reconcile loss to net cash used in operating activities     2,852       2,259       1,249       827  

 

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP SHAREHOLDERS’ EQUITY

U.S. dollars in thousands

 

    As of
September 30,
2020
    As of
September 30,
2019
    As of
December 31,
2019
 
GAAP Shareholders’ equity     18,767       20,307       16,288  
Revaluation of other investments     --       324       324  
Non-GAAP Shareholders’ equity     18,767       20,631       16,612  

 

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

U.S. dollars in thousands

 

    Nine months ended
September 30
    Three months ended
September 30,
 
    2020     2019     2020     2019  
GAAP operating loss     (9,559 )     (11,289 )     (3,382 )     (3,959 )
Stock-based compensation in research and development     374       442       215       158  
Stock-based compensation in sales and marketing     46       152       14       54  
Stock-based compensation in general and administrative     490       692       331       238  
Non-GAAP operating loss     (8,649 )     (10,003 )     (2,822 )     (3,509 )
                                 
GAAP Financing income (expenses), net     198       388       57       212  
Revaluation of other investments     --       324       --       -  
Revaluation of derivative warrant liability expenses     --       1       --       42  
Non-GAAP Financing income, net     198       713       57       254  
                                 
GAAP net loss     (11,360 )     (11,069 )     (3,980 )     (3,931 )
Stock-based compensation expenses     910       1,286       560       450  
Revaluation of other investments     --       324       --       -  
Revaluation of derivative warrant liability     --       1       --       42  
Non-GAAP net loss     (10,450 )     (9,457 )     (3,420 )     (3,439 )

 

 

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