Foresight Autonomous Holdings Ltd.

Foreign Filer Report • Aug 24, 2023

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: August 2023 (Report No. 3)

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 ☐

CONTENTS

This Report of Foreign Private Issuer on Form 6-K consists of: (i) Foresight Autonomous Holdings Ltd.'s (the" Registrant") press release issued on August 23, 2023, titled "Foresight Announces Second Quarter 2023 Financial Results," which is attached hereto as Exhibit 99.1; (ii) the Registrant's Interim Condensed Consolidated Financial Statements as of June 30, 2023, which is attached hereto as Exhibit 99.2; and (iii) the Registrant's Management's Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2023, which is attached hereto as Exhibit 99.3.

The first two paragraphs, the sections titled "Second Quarter Corporate Highlights," "Second Quarter 2023 Financial Results," "First Half 2023 Financial Results," "Balance Sheet Highlights," and "Forward-Looking Statements," and the GAAP financial statements in the press release attached as Exhibit 99.1, Exhibits 99.2 and 99.3 are incorporated by reference into the Registrant's Registration Statements on Form F-3 (File No. 333-252334) and Form S-8 (Registration Nos. 333-229716, 333-239474 and 333-268653), 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 August 23, 2023, titled "Foresight Announces Second Quarter 2023 Financial Results."
• 99.2 Foresight Autonomous Holdings Ltd.'s Interim Condensed Consolidated Financial Statements as of June 30, 2023.

99.3 Foresight Autonomous Holdings Ltd.'s Management's Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2023.

• EX-101.INS Inline XBRL Taxonomy Instance Document
• EX-101.SCH Inline XBRL Taxonomy Extension Schema Document
• EX-101.CAL Inline XBRL Taxonomy Calculation Linkbase Document
• EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
• EX-101.LAB Inline XBRL Taxonomy Label Linkbase Document
• EX-101.PRE Inline XBRL Taxonomy Presentation Linkbase Document
• EX-101.INS Inline XBRL Taxonomy Instance Document

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: August 23, 2023 By: /s/ Eli Yoresh

Name: Eli Yoresh Title: Chief Financial Officer

Exhibit 99.1

Foresight Announces Second Quarter 2023 Financial Results

Ness Ziona, Israel — August 23, 2023 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) (the "Company" or "Foresight"), today reported financial results for the second quarter of 2023. Foresight ended the first half of 2023 with revenues of \$55,000 and with \$17.8 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 \$6.1 million and a non-GAAP net loss of \$5.6 million for the second quarter of 2023, compared to a GAAP net loss of \$10.1 million and a non-GAAP net loss of \$9.7 million for the second quarter of 2022, reflecting a decrease of 40% and 42%, respectively.

"At the end of the second quarter, we recorded a significant milestone with the signing of our exclusive commercialization agreement with Elbit Systems Land Ltd. ("Elbit") (Nasdaq and TASE: ESLT)," said Haim Siboni, Foresight's CEO. "This agreement will put our technology directly in the hands of Elbit customers in the defense, paramilitary and homeland security industries. We believe that this is an important step forward for Foresight, as well as notable validation of our technology by one of the world's leading defense suppliers. The commercialization agreement may result in revenues of up to \$4 million over a five-year contractual period.

"Foresight's ongoing strategy of collaborating with global leading Tier One suppliers continues. During the second quarter, we signed a memorandum of understanding (MOU) with KONEC, a leading South Korean Tier One automotive supplier. This MOU is an important first step as we enter one of the world's most important automotive markets, and it builds off our previous successes working with leading Tier One suppliers in Japan, China, Europe, and the United States. Tier One suppliers value the benefits of our 3D perception stereo vision solutions, and we expect this widespread interest to convert into paying customers in the coming quarters.

Second Quarter Corporate Highlights:

● Foresight Secures Revenues of Up to \$4 Million with Signing of Exclusive Commercialization Agreement with Elbit Systems: In July, Foresight announced the signing of an exclusive agreement with Elbit for the integration, marketing and licensing of Foresight's image processing software solution. Foresight anticipates revenues of up to \$4 million over a contractual period of five years, with minimum guaranteed revenues of \$1 million over the same period. According to the agreement, Elbit will commercialize Foresight's software solution in the form of a software license. Foresight's solution will be offered to Elbit's end customers as a component of advanced driver assistance systems (ADAS) for driving safety, as well as a solution for semi- and fully autonomous platforms used in unmanned combat and security ground vehicles in the defense, paramilitary and homeland security markets.

● Foresight Signs MOU with South Korean Tier One Supplier KONEC for Cooperation in ADAS and Autonomous Driving Solutions: In June, Foresight signed a memorandum of understanding (MOU) with KONEC, a South Korean Tier One automotive supplier. According to the MOU, Foresight and KONEC will collaborate to develop ADAS and autonomous driving solutions, which will expand KONEC's product offering to global customers such as Hyundai, Tesla and Magna. The MOU represents Foresight's first entry into the thriving South Korean automotive market.

● Foresight Regains Compliance with Nasdaq Minimum Bid Price Rule: In early May, Foresight received a letter from the Nasdaq Stock Market confirming that Foresight regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Foresight can now continue its listing on the Nasdaq Stock Market, and the previous matter of non-compliance is now closed.

Second Quarter 2023 Financial Results

• Research and development (R&D) expenses, net for the three months ended June 30, 2023, were \$3,150,000, compared to \$2,806,000 for the three months ended June 30, 2022. The increase is mainly attributable to an increase in payroll and related expenses in the amount of \$335,000.
• Marketing and sales (S&M) expenses for the three months ended June 30, 2023, were \$484,000, compared to \$605,000 for the three months ended June 30, 2022. The decrease is mainly attributable to a decrease in professional services expenses in the amount of \$62,000 and a decrease in payroll and related expenses in the amount of \$63,000.
• General and administrative (G&A) expenses for the three months ended June 30, 2023, were \$715,000, compared to \$837,000 for the three months ended June 30, 2022. The decrease is mainly attributable to a decrease in professional services expenses in the amount of \$78,000.
• Finance expenses, net for the three months ended June 30, 2023, were \$1,715,000, compared to \$5,991,000 for the three months ended June 30, 2022. The decrease is mainly attributable to expenses from the revaluation of the Company's investment in Rail Vision Ltd. ("Rail Vision") to its fair value in the amount of \$1,666,000 for the

three months ended June 30, 2023, compared to expenses from the revaluation of the Company's investment in Rail Vision to its fair value in the amount of \$5,588,000 for the three months ended June 30,2022.

• GAAP net loss for the three months ended June 30, 2023, was \$6,064,000, or \$0.02 per ordinary share, compared to a GAAP net loss of \$10,116,000, or \$0.03 per ordinary share, for the three months ended June 30, 2022.
• Non-GAAP net loss for the three months ended June 30, 2023, was \$5,651,000, or \$0.02 per ordinary share, compared to a non-GAAP net loss of \$9,663,000, or \$0.03 per ordinary share, in the same quarter last year. A reconciliation between GAAP net loss and non-GAAP net loss is provided in the financial statements that are part of this release.

First Half 2023 Financial Results

• ● R&D expenses, net for the six months ended June 30, 2023 were \$6,269,000, compared to \$5,498,000 in the same period last year. The increase is mainly attributable to an increase in payroll and related expenses in the amount of \$592,000.
• S&M expenses for the six months ended June 30, 2023, were \$1,188,000, compared to \$1,229,000 for the six months ended June 30, 2022. The decrease is mainly attributable to a decrease in payroll and related expenses in the amount of \$88,000, to a decrease in consultants in the amount of \$88,000 offset by an increase in exhibitions, conventions and travel expenses in the amount of \$116,000.
• G&A expenses for the six months ended June 30, 2023 were \$1,573,000, compared to \$2,025,000 in the same period last year. The decrease is mainly attributable to a decrease in professional services in the amount of \$204,000 and from a decrease in payroll and related expenses in the amount of \$115,000.
• Finance expenses, net for the six months ended June 30, 2023, were \$1,655,000, compared to \$3,519,000 in the same period last year. The decrease is mainly attributable to expenses from the revaluation of the Company's investment in Rail Vision to its fair value in the amount of \$1,544,000 for the six months ended June 30, 2023, compared to expenses from the revaluation of the Company's investment in Rail Vision to its fair value in the amount of \$2,788,000 for the six months ended June 30,2022.
• GAAP net loss for the six months ended June 30, 2023 was \$10,651,000, or \$0.03 per ordinary share, compared to a GAAP net loss of \$12,140,000, or \$0.04 per ordinary share, in the same period last year.
• Non-GAAP net loss for the first half of 2023 was \$9,894,000, or \$0.03 per ordinary share, compared to a non-GAAP net loss of \$11,191,000 or \$0.04 per ordinary share, in the same period last year. A reconciliation between GAAP net loss and non-GAAP net loss is provided following the financial statements that are part of this release.

Balance Sheet Highlights

• Cash, restricted cash and short-term deposits totaled \$17.8 million as of June 30, 2023, compared to \$26.5 million as of December 31, 2022.
• GAAP shareholders' equity totaled \$18.9 million as of June 30, 2023, compared to \$28.8 million as of December 31, 2022. The decrease is attributed mainly to the net loss for the period.

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 multispectral 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 different 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 the Elbit commercialization agreement is a validation of its technology by one of the world's leading defense suppliers, the potential revenues that may be realized under that agreement, that Tier One suppliers' interest in its products are expected to convert into paying customers in the coming quarters, that the ADS ratio change ensures that it will be able to focus on business expansion and technological innovation as the Company takes advantage of the transition to autonomous driving solutions. 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 30, 2023, 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

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	As of June 30, 2023		As of June 30, 2022		As of December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	\$ 17,033	\$	25,024	\$	19,173
Restricted cash	97		102		102
Short term deposits	662		10,506		7,216
Marketable equity securities	2		5		2
Other current receivables	569		573		842
Total current assets	18,363		36,210		27,335
Non-current assets:
Operating lease right of use asset	2,056		2,398		2,156
Marketable equity securities	1,260		2,223		2,804
Fixed assets, net	575		646		598
	3,891		5,267		5,558
Total assets	\$ 22,254	\$	41,477	\$	32,893
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities: Trade payables	\$ 242	\$	251	\$	315
Operating lease liability	456		617		527
Other accounts payables	1,297		1,542		1,792
Total current liabilities	1,995		2,410		2,634
Non-current liabilities:
Operating lease liability	1,370		1,625		1,476
Total liabilities	3,365		4,035		4,110
Shareholders' equity:
Common stock of no par value;	-		-		-
Additional paid-in capital	130,453		129,032		129,810
Accumulated deficit	(112,131)		(91,944)		(101,480)

	As of June 30, 2023	As of June 30, 2022	As of December 31, 2022
Total Foresight Autonomous Holdings Ltd.
shareholders' equity	18,322	37,088	28,330
Non-controlling interest	567	354	453
Total equity	18,889	37,442	28,783
Total liabilities and shareholders' equity	\$ 22,254	\$ 41,477	\$ 32,893

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS U.S. dollars in thousands

			Three months ended June
		Six months ended June 30,		30,
	2023	2022	2023	2022
Revenues	55	248	-	213
Cost of revenues	(21)	(117)	-	(90)
Gross profit	34	131	-	123
Research and development expenses, net	(6,269)	(5,498)	(3,150)	(2,806)
Sales and marketing	(1,188)	(1,229)	(484)	(605)
General and administrative	(1,573)	(2,025)	(715)	(837)
Operating loss	(8,996)	(8,621)	(4,349)	(4,125)
Finance expenses, net	(1,655)	(3,519)	(1,715)	(5,991)
Net loss	(10,651)	(12,140)	(6,064)	(10,116)

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

U.S. dollars in thousands

	Six months ended June 30,		Three months ended June 30,
	2023	2022	2023	2022
Net cash used in operating activities
Loss for the Period	(10,651)	(12,140)	(6,064)	(10,116)
Adjustments to reconcile loss to net cash used in operating activities:	2,668	4,033	2,555	6,838
Net cash used in operating activities	(7,983)	(8,107)	(3,509)	(3,278)
Cash Flows from Investing Activities
Changes in short term deposits	6,554	7,008	(6)	3,074
Investment in marketable securities	-	(1,001)	-	(714)
Purchase of fixed assets	(101)	(249)	(17)	(70)
Net cash provided by (used in) investing activities	6,453	5,758	(23)	2,290
Effect of exchange rate changes on cash and cash equivalents	(615)	(713)	(335)	(720)
decrease in cash, cash equivalents and restricted cash	(2,145)	(3,062)	(3,867)	(1,708)
Cash, cash equivalents and restricted cash at the beginning of the period	19,275	28,188	20,997	26,834
Cash, cash equivalents and restricted cash at the end of the period	17,130	25,126	17,130	25,126

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW U.S. dollars in thousands

Adjustments to reconcile loss to net cash used in operating activities:	Six months ended June 30,		Three months ended June 30,
	2023	2022	2023	2022
Share-based payment	757	949	412	453
Depreciation	125	106	65	55
Revaluation of securities	1,544	2,796	1,666	5,589

Adjustments to reconcile loss to net cash used in operating activities:	Six months ended June 30,		Three months ended June 30,
	2023	2022	2023	2022
exchange rate changes on cash and cash equivalents	615	713	335	720
Changes in assets and liabilities:
Decrease in other receivables	362	88	184	355
Increase in trade payables	(73)	(2)	(19)	(30)
Changes in operating lease liability	(166)	(292)	(127)	(233)
Increase (decrease) in other accounts payable	(496)	(325)	39	(71)
Adjustments to reconcile loss to net cash used in
operating activities	2,668	4,033	2,555	6,838

FORESIGHT AUTONOMOUS HOLDINGS LTD.

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

U.S. dollars in thousands

	Six months ended June 30		Three months ended June 30,
	2023	2022	2023	2022
GAAP operating loss	(8,996)	(8,621)	(4,349)	(4,125)
Stock-based compensation in cost of revenues	2	8	-	8
Stock-based compensation in research and
development	488	461	261	247
Stock-based compensation in sales and marketing	73	129	42	40
Stock-based compensation in general and
administrative	194	351	109	158
Non-GAAP operating loss	(8,239)	(7,672)	(3,937)	(3,672)
GAAP net loss	(10,651)	(12,140)	(6,064)	(10,116)
Stock-based compensation expenses	757	949	412	453
Non-GAAP net loss	(9,894)	(11,191)	(5,652)	(9,663)

Exhibit 99.2

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2023 U.S. DOLLARS IN THOUSANDS (Except share and per share data and exercise prices) (UNAUDITED)

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2023

U.S. DOLLARS IN THOUSANDS (Except share and per share data and exercise prices)

(UNAUDITED)

INDEX

Page

Interim Condensed Consolidated Balance Sheets	2
Interim Condensed Consolidated Statements of Comprehensive Loss	3
Interim Condensed Statements of Changes in Shareholders' Equity	4
Interim Condensed Consolidated Statements of Cash Flows	5-6
Notes to Interim Condensed Consolidated Financial Statements	7-8

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) U.S. dollars in thousands (Except share data)

		June 30, 2023 Unaudited		December 31, 2022
ASSETS				Audited
Current assets:
Cash and cash equivalents	\$	17,033	\$	19,173
Restricted cash		97		102
Short-term deposits		662		7,216
Marketable equity securities		2		2
Other current receivables		569		842
Total current assets		18,363		27,335
Non-current assets:
Operating lease right of use asset		2,056		2,156
Investment in equity securities		1,260		2,804
Fixed assets, net		575		598
Total non-current assets		3,891		5,558

	June 30, 2023 Unaudited		December 31, 2022 Audited
Total assets	\$	22,254	\$	32,893
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade payables	\$	242	\$	315
Operating lease liability		456		527
Other accounts payable		1,297		1,792
Total current liabilities		1,995		2,634
Operating lease liability		1,370		1,476
Total liabilities		3,365		4,110
Shareholders' equity:
Ordinary shares, no par value. Authorized 1,000,000,000 shares.
Issued and outstanding: 322,979,556 as of June 30, 2023, and December 31, 2022.		-		-
Additional paid-in-capital		130,453		129,810
Accumulated deficit		(112,131)		(101,480)
Total Foresight Autonomous Holdings Ltd. shareholders' equity		18,322		28,330
Non-controlling interest		567		453
Total equity		18,889		28,783
Total liabilities and shareholders' equity	\$	22,254	\$	32,893

The accompanying notes are an integral part of the consolidated financial statements.

2

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) U.S. dollars in thousands

(Except share and per share data)

	Six months ended June 30,			Three months ended June 30,
	2023		2022		2023		2022
	Unaudited			Unaudited
Revenues	\$ 55	\$	248	\$	-	\$	213
Cost of revenues	(21)		(117)		-		(90)
Gross profit	34		131		-		123
Operating expenses:

Research and development, net	(6,269)	(5,498)	(3,150)	(2,806)
Sales and marketing	(1,188)	(1,229)	(484)	(605)
General and administrative	(1,573)	(2,025)	(715)	(837)
Operating loss	(8,996)	(8,621)	(4,349)	(4,125)
Financing expenses, net	(1,655)	(3,519)	(1,715)	(5,991)
Net loss	\$ (10,651)	\$ (12,140)	\$ (6,064)	\$ (10,116)
Basic and diluted net loss per share from
continuing operations	\$ (0.03)	\$ (0.04)	\$ (0.02)	\$ (0.03)
Weighted average number of shares outstanding used in computing basic and diluted net loss per share	322,979,556	322,776,209	322,979,556	322,784,556

The accompanying notes are an integral part of the consolidated financial statements.

3

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'

EQUITY U.S. dollars in thousands (Except share data)

	Ordinary Shares Number	Amount	Additional paid-in capital	Accumulated deficit	Total Foresight Autonomous Holdings Ltd. Shareholders' equity	Non controlling interest	Total shareholders' equity
Balance as of January 1, 2022	322,652,016	—	128,209	(79,804)	48,405	228	48,633
Exercise of options	7,540	—	4	—	4	—	4
Share-based payment	320,000	—	1,597	—	1,597	225	1,822
Loss for the year	—	—	—	(21,676)	(21,676)	—	(21,676)
Balance as of December 31, 2022	322,979,556	—	129,810	(101,480)	28,330	453	28,783
Share-based payment	—	—	643	—	643	114	757
Net loss	—	—	—	(10,651)	(10,651)	—	(10,651)

Balance as of
June 30, 2023	322,979,556	—	130,453	(112,131)	18,322	567	18,889

The accompanying notes are an integral part of the consolidated financial statements.

4

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) U.S. dollars in thousands

	Six months ended June 30,			Three months ended June 30,
		2023		2022		2023		2022
Cash flows from operating activities:
Net loss for the period	\$	(10,651)	\$	(12,140)	\$	(6,064)	\$	(10,116)
Adjustments to reconcile loss to net cash used
in operating activities		2,668		4,033		2,555		6,838
Total net cash used in operating activities	\$	(7,983)	\$	(8,107)	\$	(3,509)	\$	(3,278)
Cash flows from investing activities:
Changes in short-term deposits		6,554		7,008		(6)		3,074
Investment in marketable securities		-		(1,001)		-		(714)
Purchase of fixed assets		(101)		(249)		(17)		(70)
Total net cash provided (used) in investing
activities	\$	6,453	\$	5,758	\$	(23)	\$	2,290
Effect of exchange rate changes on cash and cash equivalents		(615)		(713)		(335)		(720)
decrease in cash, cash equivalents and restricted cash		(2,145)		(3,062)		(3,867)		(1,708)
Cash, cash equivalents and restricted cash at the beginning of the period	\$	19,275	\$	28,188	\$	20,997	\$	26,834
Cash, cash equivalents and restricted cash at the end of the period	\$	17,130	\$	25,126	\$	17,130	\$	25,126

The accompanying notes are an integral part of the consolidated financial statements.

5

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) U.S. dollars in thousands

		Six months ended June 30,	Three months ended June 30,
	2023	2022	2023	2022
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payment	757	949	412	453
Depreciation	125	106	65	55
Revaluation of marketable securities	1,544	2,796	1,666	5,589
Exchange rate changes on cash and cash
equivalents	615	713	335	720
Changes in assets and liabilities:
Decrease in other receivables	362	88	184	355
Decrease in trade payables	(73)	(2)	(19)	(30)
Change in operating lease liability	(166)	(292)	(127)	(233)
Increase (decrease) in other accounts payable	(496)	(325)	39	(71)
Adjustments to reconcile loss to net cash used in operating activities	\$ 2,668	\$ 4,033	\$ 2,555	\$ 6,838

Supplemental cash flow information

	Six months ended June 30,			Three months ended June 30,
		2023		2022		2023		2022
Operating leases
Cash payments for operating leases	\$	256	\$	229	\$	128	\$	118
Non-cash activity
New operating lease assets obtained in exchange for operating lease liabilities	\$	141	\$	-	\$	31	\$	-
		6

FORESIGHT AUTONOMOUS HOLDINGS LTD.

U.S. dollars in thousands (Except share and per share data and exercise prices) Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

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, 2023, 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 cuttingedge 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 30:1.

The Group 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 with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history.

To date, the Company has not generated significant revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate significant operational losses and to continue to fund operations primarily through the utilization of its current financial resources, sales of its products, and through additional raises of capital. The Company anticipates its existing cash will be sufficient to fund its expected operating cash requirements for at least twelve months following the date of this report.

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, 2022.

The results of operation for the six and three months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

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.

FORESIGHT AUTONOMOUS HOLDINGS LTD. U.S. dollars in thousands (Except share and per share data and exercise prices) Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)

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.

NOTE 3- MATERIAL EVENTS IN THE REPORTING PERIOD

• A. On March 29, 2023, the Company issued options to purchase 375,000 Ordinary Shares to its employees at an exercise price of NIS 1 (\$0.27). The options shall vest over a period of three years until fully vested. During the six months ended June 30, 2023, the Company recorded in its statement of comprehensive loss a total expense of \$2 in respect of those grants.
• B. On April 6, 2023, the Company announced that it plans to change the ratio of its American Depositary Shares ("ADSs") to its Ordinary Shares (the "ADS Ratio"), no par value per share, from ADS Ratio of one (1) ADS to five (5) Ordinary Shares, to a new ADS Ratio of one (1) ADS to thirty (30) Ordinary Shares (the "ADS Ratio Change"). The ADS Ratio Change was effective on April 21, 2023.
• C. On May 31, 2023, the Company issued options to purchase 150,000 Ordinary Shares to its employees at an exercise price of NIS 0.5 (\$0.13). The options shall vest over a period of three years until fully vested.
• D. On May 31, 2023, the Company's Board of Directors approved a decrease in the exercise price of all options previously granted to all employees to NIS 0.5 (\$0.13), ("Repricing"). The Repricing amounted to \$174 which will vest over the reminding vesting period of each option. During the six months ended June 30, 2023, the Company recorded in its statement of comprehensive loss a total expense of \$73 in respect of the repricing.

NOTE 4- SUBSEQUENT EVENTS

• A. On July 17, 2023, the Company announced the signing of an exclusive commercialization agreement with Elbit Systems Land Ltd. ("Elbit"), a subsidiary of Elbit Systems Ltd. (Nasdaq and TASE: ESLT), for the integration, marketing, and licensing of the Company's image processing software solution. The Company expects revenues of up to \$4 million, over a contractual period of five years, with minimum guaranteed revenues of \$1 million over that time period. The Company expects that it will start recognizing initial revenues from its agreement with Elbit during the second half of 2023.
• B. On July 27, 2023, the Company convened an annual and extraordinary general meeting of shareholders ("the annual meeting") which approved the Company to issue options to purchase 800,000 Ordinary Shares to its two of its directors at an exercise price of NIS 0.5 (\$0.13). The options shall vest over a period of three years until fully vested. Also, the annual meeting approved a decrease in the exercise price of all options previously granted to all members of the Board of Directors, to the Company's Chief Executive Officer, VP Human Resources and employees of the Company's significant shareholder, Magna B.S.P Ltd., to NIS 0.5 (\$0.13), ("Repricing"). The Repricing amounted to \$101 which will vest over the reminding vesting period of each option.
• C. On January 22, 2021, the Company entered into a sales agreement, pursuant to which the Company can sell from time to time, ADSs, in the aggregated amount of up to \$60,000 (the "January 2021 Sales Agreement"). Sales under the January 2021 Sales Agreement were made by any method permitted by law that is deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act. On May 19, 2023, the aggregate offering price was reduced to \$14,000 due to applicable securities law restrictions resulting from a decrease in the value of the public float of the Company's ADSs. During August 2023 the Company issued a total of 26,950 ADSs (808,500 Ordinary Shares) at an average of \$3.071 per ADS. After deducting closing costs and fees, the Company received net proceeds of approximately \$80, net of issuance expenses.
• D. During August 2023, Eye-Net Mobile and Pango Pay & Go Ltd. ("Pango") have agreed to postpone the integration process of Eye-Net™ Protect products into Pango's application to the second quarter of 2024 due to internal changes in Pango.

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 ability to correctly identify and enter new markets;
• the overall global economic environment;
• the impact of competition and new technologies;
• general market, political and economic conditions in the countries in which we operate;
• projected cash flows, future revenues, capital expenditures and liquidity; and
• changes in our strategy.

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, 2022, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 30, 2023, 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.

A. Operating Results.

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, 2023, 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" accidentprevention 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, net:

U.S. dollars in thousands	Six months ended June 30,
	2023	2022
Payroll and related expenses	4,854	4,263
Subcontracted work and consulting	782	797
Rent and office maintenance	476	471
Travel expenses	68	51
Other, net	89	(84)
Total	6,269	5,498

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:

U.S. dollars in thousands	Six months ended June 30,
	2023	2022
Payroll and related expenses	593	681
Exhibitions, conventions and travel expenses	322	206
Consultants	224	312
Other	49	30
Total	1,188	1,229

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:

U.S. dollars in thousands	Six months ended June 30,
	2023	2022
Payroll and related expenses	729	844
Share based payment to service providers	74	112
Professional services	445	649
Directors' fees and insurance	159	228
Rent and office maintenance	101	160
Other	65	32
Total	1,573	2,025

Comparison of the six months ended June 30, 2023 to the six months ended June 30, 2022.

Results of Operations

U.S. dollars in thousands	Six months ended June 30,
	2023	2022
Revenues	55	248
Cost of revenues	(21)	(117)
Gross profit	34	131
Research and development expenses, net	(6,269)	(5,498)
Marketing and sales	(1,188)	(1,229)
General and administrative	(1,573)	(2,025)
Operating loss	(8,996)	(8,621)
Financial expense, net	(1,655)	(3,519)
Net loss	(10,651)	(12,140)
Loss attributable to holders of ordinary shares	(10,651)	(12,140)

Revenues

Our revenues for the six months ended June 30, 2023, amounted to \$55, compared to \$248 in the six months ended June 30, 2022. The revenues during the six months ended June 30, 2023, were generated primarily from the successful completion of a proof-of-concept ("POC") project with a global Japanese vehicle manufacturer, as well as the completion of the first milestone of Eye-Net's POC project for the Eye-Zone system from a leading Japanese vehicle manufacturer. Based on existing agreements and purchase order received from our customers, we estimate that our revenues during the second half of 2023 will substantially increase in comparison to our revenues in the first half of 2023.

Research and development expenses, net

Our research and development expenses, net for the six months ended June 30, 2023, amounted to approximately \$6,269, representing an increase of approximately \$771, or 14%, compared to approximately \$5,498 for the six months ended June 30, 2022. The increase was primarily attributable to an increase of approximately \$592 in payroll and related expenses (attributed mainly to an increase in our research and development staff).

Marketing and sales

Our marketing and sales expenses for the six months ended June 30, 2023, amounted to approximately \$1,188, representing a decrease of approximately \$41, or 3.3%, compared to approximately \$1,229 for the six months ended June 30, 2022. The decrease was primarily attributable to a decrease of approximately \$88 in payroll and related expenses and in consulting services of approximately \$88, offset by an increase in exhibitions, conventions, and travel expenses of approximately \$116.

General and administrative

Our general and administrative expenses totaled approximately \$1,573 for the six months ended June 30, 2023, representing a decrease of approximately \$452, or 22%, compared to approximately \$2,025 for the six months ended June 30, 2022. The decrease was primarily attributable to a decrease in professional services of approximately \$204, and from a decrease of approximately \$115 in payroll and related expenses.

Operating loss

As a result of the foregoing, our operating loss for the six months ended June 30, 2023 was approximately \$8,996, as compared to an operating loss of approximately \$8,621 for the six months ended June 30, 2022, an increase of approximately \$375, or 4.3%.

Financial expense, net

Financial 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, 2023, totaled approximately \$1,655, compared to financial expenses, net of approximately \$3,519 for the six months ended June 30, 2022. The decrease is attributed mainly to expenses from the revaluation of the Company's investment in Rail Vision Ltd. (Nasdaq: RVSN) in the amount of \$1,544 for the six months ended June 30, 2023, compared to expenses from the revaluation of the Company's investment in Rail Vision to its fair value in the amount of \$2,789 for the six months ended June 30,2022.

Net loss

As a result of the foregoing, our net loss for the six months ended June 30, 2023, totaled approximately \$10,651, compared to approximately \$12,140 for the six months ended June 30, 2022, a decrease of approximately \$1,489, or 12.3%.

B. Liquidity and Capital Resources.

Overview

Since our inception through June 30, 2023, we have funded our operations principally with approximately \$114,000, in the aggregate, from funding from Magna B.S.P Ltd., the issuance of Ordinary Shares or ADSs and exercise of warrants and options. As of June 30, 2023, we had approximately \$17,800 in cash and cash equivalents, restricted cash and short-term bank deposits.

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

U.S. dollars in thousands	Six months ended June 30,
	2023	2022
Operating activities	(7,983)	(8,107)
Investing activities	6,453	5,758
Effect of exchange rate changes on cash and cash equivalents	(615)	(713)
Net decrease in cash, cash equivalents and restricted cash	(2,145)	(3,062)

Operating Activities

Net cash used in operating activities of approximately \$7,983 during the six months ended June 30, 2023, 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 \$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.

Investing Activities

Net cash provided by investing activities of approximately \$6,453 during the six months ended June 30, 2023, was primarily provided by changes in short-term deposits of approximately \$6,554, offset by purchases of fixed assets of approximately \$101.

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.

Financing Activities

During the six months ended June 30, 2023, and June 30, 2022, there were no cash flows from financing activities.

Current Outlook

We have financed our operations to date primarily through proceeds from sales of our ordinary shares and ADSs , including through the use of sales agreement with A.G.P./Alliance Global Partners, dated January 22, 2021, and the sale and exercise of 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.

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:

• the progress and costs of our research and development activities;
• the costs of manufacturing our products;
• the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
• the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and
• the magnitude of our general and administrative expenses.

Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our products.

C. Research and development, patents and licenses, etc.

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.

D. Critical Accounting Estimates.

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.