Exhibit 99.1

Foresight Announces Second Quarter 2022 Financial Results

NESS ZIONA, Israel — August 19, 2022 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) (“Foresight”), today reported financial results for the second quarter of 2022. Foresight ended the first half of 2022 with revenues of $248,000 and with $35.6 million in cash, cash equivalent, restricted cash and short-term deposits.

The Company reported a U.S. generally accepted accounting principles (“GAAP”) net loss of $10.1 million and a non-GAAP net loss of $9.7 million for the second quarter of 2022, compared to a GAAP net loss of $3.2 million and a non-GAAP net loss of $2.7 million for the second quarter of 2021, reflecting an increase of 216% and 259%, respectively, resulting mainly from revaluation of the Company’s investment in Rail Vision Ltd (Nasdaq: RVSN) (“Rail Vision”) to its fair value, after Rail Vision’s initial public offering in April 2022.

“Foresight’s performance in the second quarter of 2022 was focused on demonstrating the broad viability of our stereoscopic vision technology for autonomous and semi-autonomous vehicle applications. We believe that the agreements we signed with leading Tier One suppliers, ZF North America Inc. and Hitachi Astemo Americas Inc., as well as the progress made with Elbit Systems Ltd. mark a significant milestone in our sales cycle, as we move forward from proof of concept (POC) projects to a co-development stage, getting us closer to the design win stage in which we aim to win a contract for mass production,” said Haim Siboni, Foresight’s CEO.

“Our key business achievements reveal significant interest across markets, industries and geographies. During the second quarter, Foresight signed agreements with multiple Tier One suppliers for passenger vehicles, commercial vehicles, industrial technology, unmanned vehicles and vehicle-control systems. We believe that this diversity is a solid indication of the breadth and depth of Foresight’s total addressable market, and we expect to see continued interest in the second half of 2022 from industries including defense, transportation and agriculture.”

Second Quarter 2022 Financial Results

Balance Sheet Highlights

Second Quarter Corporate Highlights:

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 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.

About Foresight

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) 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” accident-prevention solutions.

Foresight’s vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to diverse 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-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 belief that the agreements it has signed mark a significant milestone in its sales cycle, as it moves forward from POC projects to a co-development stage, with the aim of winning contracts for mass production and its belief that the diversity of its customer’s industries is an indication of the breadth and depth of its total addressable market, and that it expects to see continued interest in the second half of 2022 from industries including defense, transportation and agriculture. 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, 2022, 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.

Investor Relations Contact:

Miri Segal-Scharia

CEO

MS-IR LLC

msegal@ms-ir.com

917-607-8654

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Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things: 

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2021, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 31, 2022, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

Except as otherwise required by law, we undertake 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.

Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Foresight” refer to Foresight Autonomous Holdings Ltd. and its subsidiaries, Foresight Automotive Ltd., an Israeli corporation, or Foresight Automotive, Eye-Net Mobile Ltd., an Israeli corporation, or Eye-Net Mobile, and Foresight Changzhou Automotive Ltd., a Chinese Corporation, or Foresight Changzhou.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2022, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

The following financial data in this narrative are expressed in thousands of U.S. dollars, except for share and per share data or as otherwise noted.

Overview

We are a technology company engaged in development of smart multi-spectral 3D vision software solutions and cellular-based applications. Through our wholly owned subsidiaries, Foresight Automotive, Foresight Changzhou and Eye-Net Mobile, we develop both “in-line-of-sight” vision solutions and “beyond-line-of sight” accident-prevention solutions.

Our 3D vision solutions include modules of automatic calibration and dense 3D point cloud that can be applied to diverse 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 artificial intelligence, or AI technology and advanced analytics.

Operating Expenses

Our current operating expenses consist of three components — research and development expenses, sales and marketing expenses and general and administrative expenses.

Research and development expenses, net

Our research and development expenses, net consist primarily of salaries and related personnel expenses, subcontracted work and consulting and other related research and development expenses, partially offset by participation from the European Horizon 2020 program.

The following table discloses the breakdown of research and development expenses:

Marketing and sales

Our marketing and sales expenses consist primarily of salaries and related personnel expenses, consultants, exhibitions and conventions, and other marketing and sales expenses.

The following table discloses the breakdown of marketing and sales expenses:

General and administrative

General and administrative expenses consist primarily of salaries and related personnel expenses, service providers share-based compensation expenses, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), director’s fees and insurance and other general and administrative expenses.

The following table discloses the breakdown of general and administrative expenses:

Comparison of the six months ended June 30, 2022 to the six months ended June 30, 2021.

Revenues

Our revenues for the six months ended June 30, 2022 amounted to approximately $248. We did not generate revenues in the six months ended June 30, 2021. The revenues were generated from the successful completion of several milestones in the customization project with Elbit Systems Ltd. (Nasdaq: ELBT) in the amount of $188, from a completion of the first milestone of a proof of concept, or POC, project with a leading tier one supplier in the amount of $25, and from the successful completion of the first milestone of a POC project with a leading Japanese Tier One supplier for the automotive industry in the amount of $30.

Research and development expenses, net

Our research and development expenses, net for the six months ended June 30, 2022 amounted to approximately $5,498, representing an increase of approximately $403, or 7.91%, compared to approximately $5,095 for the six months ended June 30, 2021. The increase was primarily attributable to an increase of approximately $637 in payroll and related expenses (attributed mainly to an increase in the our staff), offset by participation from the European Horizon 2020 program in the amount of $261.   

Marketing and sales

Our marketing and sales expenses for the six months ended June 30, 2022 amounted to approximately $1,229, representing an increase of approximately $244, or 24.8%, compared to approximately $985 for the six months ended June 30, 2021. The increase was primarily attributable to an increase in consulting services of approximately $143 and from an increase in exhibitions, conventions, and travel expenses of approximately $200, offset by a decrease in payroll and related expenses and other expenses of approximately $90.

General and administrative

Our general and administrative expenses totaled approximately $2,025 for the six months ended June 30, 2022, representing an increase of approximately $7, or 0.35%, compared to approximately $2,018 for the six months ended June 30, 2021.

Operating loss

As a result of the foregoing, our operating loss for the six months ended June 30, 2022 was approximately $8,621, as compared to an operating loss of approximately $8,098 for the six months ended June 30, 2021, an increase of approximately $523, or 6.46%.

Financial income (expense), net

Financial income (expense), net primarily consists of revaluations of marketable securities, exchange rate differences, interest received from bank deposits and bank fees.

Our financial expenses, net for the six months ended June 30, 2022 totaled approximately $3,519, compared to financial income, net of approximately $573 for the six months ended June 30, 2021. The reason for the change is attributed mainly to expenses from revaluation of the Company’s investment in Rail Vision Ltd. (Nasdaq: RVSN), or Rail Vision, to its fair value following its initial public offering on Nasdaq, in the amount of $2,788 and by exchange rate differences and other expenses in the amount of $730.

Net loss

As a result of the foregoing, our net loss for the six months ended June 30, 2022, totaled approximately $12,140, compared to approximately $7,525 for the six months ended June 30, 2021, an increase of approximately $4,615, or 61.33%.

Overview

Since our inception through June 30, 2022, we have funded our operations principally with approximately $114.4 million, in the aggregate, from the issuance and sale of ordinary shares or American Depository Shares, or the ADSs, including from our significant shareholder, Magna B.S.P. Ltd., and the exercise of warrants and options. As of June 30, 2022, we had approximately $35,632 in cash, cash equivalents, restricted cash and short-term bank deposits.

The table below presents our cash flows for the periods indicated:

Operating Activities

Net cash used in operating activities of approximately $8,107 during the six months ended June 30, 2022, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, patent expenses, director’s fees, rent and other miscellaneous expenses.

Net cash used in operating activities of approximately $5,764 during the six months ended June 30, 2021, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, patent, director’s fees, rent and other miscellaneous expenses.

Investing Activities

Net cash provided by investing activities of approximately $5,758 during the six months ended June 30, 2022, was primarily provided by changes in short-term deposits of approximately $7,008, offset by investment in Rail Vision. of approximately $1,001.

Net cash used in investing activities of approximately $23,357 during the six months ended June 30, 2021, was primarily used in changes in short-term deposits of approximately $23,296.

Financing Activities

During the six months ended June 30, 2022, there was no cash flow from financing activities.

Net cash provided by financing activities in the six months ended June 30, 2021, consisted of approximately $14,160 of net proceeds from the issuance of ordinary shares and/or ADSs, and proceeds from exercise of options and warrants.

On January 22, 2021, we entered into a sales agreement with A.G.P./Alliance Global Partners, pursuant to which we may offer and sell, from time to time, our ADSs. In that regard, we registered up to $60,000,000 of our ADSs on a Registration Statement on Form F-3 (File No. 333-252334) for the sale under such sales agreement. Through August 19, 2022, we have sold an aggregate of 1,378,344 ADSs for aggregate gross proceeds of approximately $14 million

Current Outlook

We have financed our operations to date primarily through proceeds from sales of our ordinary shares and ADSs and warrants. We have incurred losses and generated negative cash flows from operations since January 2011. Since January 2011, we have not generated significant revenue from the sale of products, however, we expect to see an increase in our revenue from the sale of our products in the coming years, though there is no guarantee we will be successful in doing so.

As of June 30, 2022, our cash and cash equivalents including restricted cash and short-term bank deposits were approximately $35,632. We expect that our existing cash, cash equivalents and short-term bank deposits will be sufficient to fund our current operations through the second quarter of 2024.

Until we can generate significant recurring revenues and achieve profitability, we may need to seek additional sources of funds through the sale of additional equity securities, debt or other securities. Any required additional capital, whether forecasted or not, may not be available on reasonable terms, or at all. If we are unable to obtain additional financing or are unsuccessful in commercializing our products and securing sufficient funding, we may be required to reduce activities, curtail or even cease operations. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report. 

The COVID-19 pandemic has impacted companies in Israel and around the world, and as its trajectory remains highly uncertain, we cannot predict the duration and severity of the outbreak and its containment measures. Further, we cannot predict impacts, trends and uncertainties involving the pandemic’s effects on economic activity, the size of our labor force, and the extent to which our income, profitability, liquidity, or capital resources may be materially and adversely affected. See also “Item 3.D. – Risk Factors– Risks Related to Our Business and Industry – We face business disruption and related risks resulting from the recent outbreak of the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations” in our Annual Report.

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting estimates is included in “Item 5. Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2022, included elsewhere in this Report Form 6-K. 

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