Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | FORESIGHT AUTONOMOUS HOLDINGS LTD |
Document Type | 6-K |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001691221 |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Entity File Number | 001-38094 |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,024 | $ 28,073 |
Restricted cash | 102 | 115 |
Short-term deposits | 10,506 | 17,513 |
Marketable equity securities | 5 | 12 |
Other current receivables | 573 | 660 |
Total current assets | 36,210 | 46,373 |
Non-current assets: | ||
Operating lease right of use asset | 2,398 | 2,594 |
Investment in equity securities | 4,011 | |
Marketable equity securities | 2,223 | |
Fixed assets, net | 646 | 503 |
Total non-current assets | 5,267 | 7,108 |
Total assets | 41,477 | 53,481 |
Current liabilities: | ||
Trade payables | 251 | 253 |
Operating lease liability | 617 | 587 |
Other accounts payable | 1,542 | 1,865 |
Total current liabilities | 2,410 | 2,705 |
Operating lease liability | 1,625 | 2,143 |
Total liabilities | 4,035 | 4,848 |
Shareholders’ equity: | ||
Ordinary shares, no par value; Authorized 1,000,000,000 shares; Issued and outstanding: 322,784,556 and 322,652,016 shares as of June 30, 2022, and December 31, 2021 respectively | ||
Additional paid-in-capital | 129,032 | 128,209 |
Accumulated deficit | (91,944) | (79,804) |
Total Foresight Autonomous Holdings Ltd. shareholders’ equity | 37,088 | 48,405 |
Non-controlling interest | 354 | 228 |
Total equity | 37,442 | 48,633 |
Total liabilities and shareholders’ equity | $ 41,477 | $ 53,481 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 322,784,556 | 322,652,016 |
Common stock, shares outstanding | 322,784,556 | 322,652,016 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 213 | $ 248 | ||
Cost of revenues | (90) | (117) | ||
Gross profit | 123 | 131 | ||
Operating expenses: | ||||
Research and development, net | (2,806) | (2,436) | (5,498) | (5,095) |
Sales and marketing | (605) | (489) | (1,229) | (985) |
General and administrative | (837) | (812) | (2,025) | (2,018) |
Operating loss | (4,125) | (3,737) | (8,621) | (8,098) |
Financing income (expenses), net | (5,991) | 574 | (3,519) | 573 |
Net loss | $ (10,116) | $ (3,163) | $ (12,140) | $ (7,525) |
Basic and diluted net loss per share from continuing operations (in Dollars per share) | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average number of shares outstanding used in computing basic and diluted net loss per share (in Shares) | 322,784,556 | 322,333,344 | 322,776,209 | 320,082,947 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Basic and diluted net loss per share from continuing operations | $ (0.03) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 322,784,556 | 322,333,344 | 322,776,209 | 320,082,947 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Foresight Autonomous Holdings Ltd. Shareholders’ Equity | Non-Controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 111,739 | $ (64,768) | $ 46,971 | $ 74 | $ 47,045 | |
Balance (in Shares) at Dec. 31, 2020 | 312,760,305 | |||||
Issuance of ordinary shares | 13,508 | 13,508 | 13,508 | |||
Issuance of ordinary shares (in Shares) | 6,891,720 | |||||
Exercise of options | 57 | 57 | 57 | |||
Exercise of options (in Shares) | 1,605,402 | |||||
Exercise of warrants | 595 | 595 | 595 | |||
Exercise of warrants (in Shares) | 1,174,589 | |||||
Share-based payment | 2,310 | 2,310 | 154 | 2,464 | ||
Share-based payment (in Shares) | 220,000 | |||||
Net loss for the year | (15,036) | (15,036) | (15,036) | |||
Balance at Dec. 31, 2021 | 128,209 | (79,804) | 48,405 | 228 | 48,633 | |
Balance (in Shares) at Dec. 31, 2021 | 322,652,016 | |||||
Exercise of options | ||||||
Exercise of options (in Shares) | 7,540 | |||||
Share-based payment | 823 | 823 | 126 | 949 | ||
Share-based payment (in Shares) | 125,000 | |||||
Net loss for the year | (12,140) | (12,140) | (12,140) | |||
Balance at Jun. 30, 2022 | $ 129,032 | $ (91,944) | $ 37,088 | $ 354 | $ 37,442 | |
Balance (in Shares) at Jun. 30, 2022 | 322,784,556 |
Interim Condensed Consolidate_6
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||||
Net loss for the period | $ (10,116) | $ (3,163) | $ (12,140) | $ (7,525) |
Adjustments to reconcile loss to net cash used in operating activities | 6,838 | (808) | 4,033 | 1,761 |
Total net cash used in operating activities | (3,278) | (3,971) | (8,107) | (5,764) |
Cash flows from investing activities: | ||||
Changes in short-term deposits | 3,074 | (3,343) | 7,008 | (23,296) |
Investment in marketable securities | (714) | (1,001) | ||
Purchase of fixed assets | (70) | (42) | (249) | (61) |
Total net cash provided (used) in investing activities | 2,290 | (3,385) | 5,758 | (23,357) |
Cash flows from financing activities: | ||||
Issuance of ordinary shares, net of issuance expenses | 13,508 | |||
Proceeds from exercise of warrants | 595 | |||
Proceeds from exercise of options | 57 | |||
Total net cash provided by financing activities | 14,160 | |||
Effect of exchange rate changes on cash and cash equivalents | (720) | (126) | (713) | 72 |
decrease in cash, cash equivalents and restricted cash | (1,708) | (7,482) | (3,062) | (14,889) |
Cash, cash equivalents and restricted cash at the beginning of the period | 26,834 | 31,365 | 28,188 | 38,772 |
Cash, cash equivalents and restricted cash at the end of the period | 25,126 | 23,883 | 25,126 | 23,883 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Share-based payment | 453 | 502 | 949 | 1,663 |
Depreciation | 55 | 36 | 106 | 80 |
Revaluation of marketable securities | 5,589 | 4 | 2,796 | 31 |
Exchange rate changes on cash and cash equivalents | 720 | 126 | 713 | (72) |
Changes in assets and liabilities: | ||||
Decrease (increase) in other receivables | 355 | (52) | 88 | (123) |
Increase (decrease) in trade payables | (30) | 53 | (2) | (171) |
Change in operating lease liability | (233) | 43 | (292) | (122) |
Increase (decrease) in other accounts payable | (71) | (1,520) | (325) | 475 |
Adjustments to reconcile loss to net cash used in operating activities | 6,838 | (808) | 4,033 | 1,761 |
Operating leases | ||||
Cash payments for operating leases | 118 | 111 | 229 | 219 |
Non-cash activity | ||||
New operating lease assets obtained in exchange for operating lease liabilities | $ 972 |
General
General | 6 Months Ended |
Jun. 30, 2022 | |
General Abstract | |
GENERAL | NOTE 1 - GENERAL A. Reporting Entity Foresight Autonomous Holdings Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 7 Golda Meir St., Ness Ziona, Israel. The unaudited condensed consolidated interim financial statements of the Company as of June 30, 2022, comprise the Company and its fully owned subsidiaries in Israel and China (together referred to as the “Group”). The Company, through of its subsidiaries, Foresight Automotive Ltd. (“Foresight Automotive”) and Foresight Changzhou Automotive Ltd. (“Foresight Changzhou”), is a technology company developing smart multi-spectral vision software solutions including modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. In addition, the Company, through of its subsidiary, Eye-Net Mobile Ltd. (“Eye-Net Mobile”) is also engaged in the development of a cellular-based solution suite that 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 (“AI”) technology and advanced analytics. The ordinary shares of the Company, no par value each (the “Ordinary Shares”), are registered for trade on the Tel Aviv Stock Exchange Ltd. In addition, since June 15, 2017, the Company has American Depository Shares (“ADSs”) registered with the U.S. Securities and Exchange Commission. The ADSs are listed on The Nasdaq Capital Market; the ratio of the Company’s Ordinary Shares to ADSs is 5:1. B. The Group’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize its technology before competitors develop similar technology. In addition, the Group is subject to risks from, among other things, competition associated within the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021. The results of operation for the six and three months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. B. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. C. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Material Events in the Reportin
Material Events in the Reporting Period | 6 Months Ended |
Jun. 30, 2022 | |
Material Events In Reporting Period Abstract | |
MATERIAL EVENTS IN THE REPORTING PERIOD | NOTE 3 - MATERIAL EVENTS IN THE REPORTING PERIOD A. On January 5, 2022, the Company announced the establishment of Foresight Changzhou, a wholly owned subsidiary, in Jiangsu Province, China. The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park (“CIP”), a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. With the support of CIP’s facilities and its dedicated staff, Foresight Changzhou will receive a package of incentives and grants from the Jiangsu Province’s government to aid in overcoming barriers and achieving success in China. foresight Changzhou will hire local engineers and high-quality staff, who will be based in CIP. B. On January 30, 2022, at the Company’s extraordinary shareholders meeting, the Company’s shareholders approved the extension of the research and development services agreement with Magna B.S.P. Ltd. (“Magna”). Subject to the conditions prescribed in the agreement, Magna will continue to provide the Company with research and development services for a 12-month period with an option to extend the agreement for two additional periods. Pursuant to the agreement, the monthly payment to Magna for the research and development services will not exceed NIS 235 (approximately $67). C. On April 4, 2022, Rail Vision Ltd. (“Rail Vision”), an entity in which the Company owns a minority stake, was listed on the Nasdaq Capital Market in conjunction with its initial public offering. The Company measures its investment in Rail Vision in fair value through profit or loss. During the six-months ended June 30, 2022 the Company recognized financial expenses from revaluation its investment in Rail Vision in the amount of $2,788. D. On January 11, 2022, the Company issued 125,000 Ordinary Shares to a service provider. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $43 in respect of such grant. E. On March 31, 2022, the Company issued options to purchase 1,300,000 Ordinary Shares to its employees at an exercise price ranging between NIS 1.95 ($0.56) to NIS 2.29 ($0.65) (an average of approximately $0.64 per share at the grant date). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $18 in respect of those grants. F. On May 24, 2022, the Company issued options to purchase 275,000 Ordinary Shares to its employees at an exercise price of NIS 1 ($0.29). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $2 in respect of those grants. G. On May 24, 2022, the Company’s Board of Directors approved a decrease in the exercise price of certain options previously granted to certain employees of the Company from NIS 2.29 ($0.65) to NIS 1 ($0.29), (“Repricing”). The Repricing amounted to $91 which will vest over the reminding vesting period of each option. During the six months ended June 30, 2022, the Company recorded in its statement of comprehensive loss a total expense of $24 in respect of the repricing. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021. The results of operation for the six and three months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
Significant Accounting Policies | B. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Use of estimates | C. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
General (Details)
General (Details) | 1 Months Ended |
Jun. 15, 2017 | |
General Abstract | |
Acquisition transaction, description | The ADSs are listed on The Nasdaq Capital Market; the ratio of the Company’s Ordinary Shares to ADSs is 5:1. |
Material Events in the Report_2
Material Events in the Reporting Period (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands | 1 Months Ended | 6 Months Ended | |||||
May 24, 2022 $ / shares shares | Mar. 31, 2022 $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2022 ILS (₪) | May 24, 2022 ₪ / shares shares | Mar. 31, 2022 ₪ / shares shares | Jan. 11, 2022 shares | |
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Research and development services | $ 67,000 | ₪ 235 | |||||
Financial expenses | 2,788 | ||||||
Ordinary shares issued | shares | 125,000 | ||||||
Total expense | 2,000 | ||||||
Shares issued | shares | 275,000 | 1,300,000 | 275,000 | 1,300,000 | |||
Exercise price | (per share) | $ 0.29 | $ 0.64 | ₪ 1 | ||||
Vest over period | 3 years | 3 years | |||||
Vested options | shares | 91,000 | ||||||
Minimum [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Exercise price | (per share) | $ 0.56 | ₪ 1.95 | |||||
Maximum [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Exercise price | (per share) | $ 0.65 | ₪ 2.29 | |||||
Employees [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Total expense | 43,000 | ||||||
Employees One [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Total expense | 18,000 | ||||||
Board of Directors [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Total expense | $ 24,000 | ||||||
Board of Directors [Member] | Minimum [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Exercise price | (per share) | $ 0.29 | 1 | |||||
Board of Directors [Member] | Maximum [Member] | |||||||
Material Events in the Reporting Period (Details) [Line Items] | |||||||
Exercise price | (per share) | $ 0.65 | ₪ 2.29 |