Foreign Filer Report • Aug 16, 2025
Foreign Filer Report
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Washington, D.C. 20549
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 2025 (Report No. [_])
Commission file number: 001-38094
(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 ☐
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 15, 2025, titled "Foresight Reports Second Quarter 2025 and First Half 2025 Financial Results," which is attached hereto as Exhibit 99.1; (ii) the Registrant's Interim Condensed Consolidated Financial Statements as of June 30, 2025, 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, 2025, which is attached hereto as Exhibit 99.3.
The section titled "Second Quarter Corporate Highlights," the first two paragraphs of the section titled "First Half 2025 Corporate Highlights," the sections titled "Second Quarter 2025 Financial Results," "First Half 2025 Financial Results," "Balance Sheet Highlights," and "Forward-Looking Statements," and the GAAP financial statements in the press release attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 are incorporated by reference into the Registrant's Registration Statements on Form F-3 (File Nos. 333-252334 and 333-286221) and Form S-8 (Registration Nos. 333-229716, 333-239474, 333-268653 and 333-280778), 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and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Description |
|---|
| Press release issued by Foresight Autonomous Holdings Ltd. on August 15, 2025, titled "Foresight Reports Second Quarter |
| 2025 and First Half 2025 Financial Results." |
| Foresight Autonomous Holdings Ltd.'s Interim Condensed Consolidated Financial Statements as of June 30, 2025. |
| Foresight Autonomous Holdings Ltd.'s Management's Discussion and Analysis of Financial Condition and Results of |
| Operations for the six months ended June 30, 2025. |
| Inline XBRL Taxonomy Instance Document |
| Inline XBRL Taxonomy Extension Schema Document |
| Inline XBRL Taxonomy Calculation Linkbase Document |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
| Inline XBRL Taxonomy Label Linkbase Document |
| Inline XBRL Taxonomy Presentation Linkbase Document |
| Inline XBRL Taxonomy Instance Document |
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 15, 2025 By: /s/ Eli Yoresh
Name: Eli Yoresh Title: Chief Financial Officer
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2025
U.S. DOLLARS IN THOUSANDS (Except share and per share data)
(UNAUDITED)
| Page | |
|---|---|
| Interim Condensed Consolidated Balance Sheets | 2 |
| Interim Condensed Consolidated Statements of Comprehensive Loss | 3 |
| Interim Condensed Consolidated Statements of Changes in Shareholders' Equity | 4 |
| Interim Condensed Consolidated Statements of Cash Flows | 5-6 |
| Notes to Interim Condensed Consolidated Financial Statements | 7-9 |
U.S. dollars in thousands (Except share data)
| ASSETS Current assets: Cash and cash equivalents \$ Restricted cash Marketable equity securities Trade receivables |
Unaudited | 6,342 50 25 33 431 6,881 |
\$ Audited 7,082 100 71 113 |
|---|---|---|---|
| Other receivables | 480 | ||
| Total current assets | 7,846 | ||
| Non-current assets: | |||
| Right Of Use asset | 1,456 | 1,576 | |
| Fixed assets, net | 212 | 323 | |
| Total non-current assets | 1,668 | 1,899 | |
| Total assets \$ |
8,549 | \$ 9,745 |
|
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||
| Current liabilities: | |||
| Trade payables \$ |
154 | \$ 297 |
|
| Operating lease liability | 348 | 289 | |
| Other accounts payable | 1,208 | 1,157 | |
| Total current liabilities | 1,710 | 1,743 | |
| Operating lease liability | 1,214 | 1,272 | |
| Total liabilities | 2,924 | 3,015 | |
| Shareholders' equity: | |||
| Ordinary shares, no par value. Authorized 1,000,000,000 shares. |
|||
| Issued and outstanding: 712,203,276 shares as of June 30, 2025, and 508,710,696 as of | |||
| December 31, 2024. | - | - | |
| Additional paid-in-capital | 142,984 | 137,094 | |
| Accumulated deficit | (137,053) | (131,028) | |
| Total Foresight Autonomous Holdings Ltd. shareholders' equity | 5,931 | 6,066 | |
| Non-controlling interest | (306) | 664 | |
| Total equity | 5,625 | 6,730 | |
| Total liabilities and shareholders' equity \$ |
8,549 | \$ 9,745 |
The accompanying notes are an integral part of the consolidated financial statements.
U.S. dollars in thousands (Except share and per share data)
| Six months ended June 30, |
Three months ended June 30, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2 0 2 5 | 2 0 2 4 | 2 0 2 5 | 2 0 2 4 | ||||||
| Unaudited | Unaudited | ||||||||
| Revenues | \$ | 240 | \$ | 224 | \$ | 128 | \$ | 123 | |
| Cost of revenues | (84) | (72) | (42) | (38) | |||||
| Gross profit | 156 | 152 | 86 | 85 | |||||
| Operating expenses: | |||||||||
| Research and development, net | (4,426) | (4,525) | (2,156) | (2,367) | |||||
| Sales and marketing | (629) | (576) | (295) | (311) | |||||
| General and administrative | (1,296) | (1,161) | (586) | (608) | |||||
| Operating loss | (6,195) | (6,110) | (2,951) | (3,201) | |||||
| Financing income, net | 100 | 1,402 | 136 | 29 | |||||
| Net loss | \$ | (6,095) | \$ | (4,708) | \$ | (2,815) | \$ | (3,172) | |
| Attributable to non-controlling interest | (70) | - | (56) | - | |||||
| Attributable to equity holders | (6,025) | (4,708) | (2,759) | (3,172) | |||||
| Basic and diluted net loss per share from continuing operations |
\$ | (0.01) | \$ | (0.01) | \$ | (0.01) | \$ | (0.01) | |
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share |
574,685,928 | 459,778,056 | 615,955,826 | 459,778,056 |
The accompanying notes are an integral part of the consolidated financial statements.
3
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, 2024 | 459,778,056 | — | 135,282 | (119,890) | 15,392 | 603 | 15,995 |
| Issuance of ordinary shares, net of issuance costs (*) |
44,973,900 | — | 903 | — | 903 | — | 903 |
| Transactions with shareholder | — | — | 182 | — | 182 | — | 182 |
| Share-based payment | 3,958,740 | — | 727 | — | 727 | 61 | 788 |
| Loss for the year | — | — | — | (11,138) | (11,138) | — | (11,138) |
| Balance as of December 31, 2024 | 508,710,696 | — | 137,094 | (131,028) | 6,066 | 664 | 6,730 |
| Issuance of ordinary shares, net of | |||||||
| issuance costs (*) | 66,491,070 | — | 1,870 | — | 1,870 | — | 1,870 |
| Issuance of warrants, net of | |||||||
| issuance costs (*) | 129,465,210 | — | 2,130 | — | 2,130 | — | 2,130 |
| Transactions with shareholder | — | — | 49 | — | 49 | — | 49 |
| Issuance of shares in subsidiary | — | — | 1,412 | — | 1,412 | (930) | 482 |
| Share-based payment | 7,536,300 | — | 429 | — | 429 | 30 | 459 |
| Loss for the year | — | — | — | (6,025) | (6,025) | (70) | (6,095) |
| Balance as of June 30, 2025 | |||||||
| (Unaudited) | 712,203,276 | — | 142,984 | (137,053) | 5,931 | (306) | 5,625 |
4
(*) Issuance costs in the amount of \$361 and \$140 in 2025 and 2024 respectively.
The accompanying notes are an integral part of the consolidated financial statements.
| Six months ended June 30, |
Three months ended June 30, |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Unaudited | Unaudited | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss for the period | \$ | (6,095) | \$ | (4,708) | \$ | (2,815) | \$ | (3,172) |
| Adjustments to reconcile loss to net cash provided by (used in) operating activities |
722 | (417) | 205 | 634 | ||||
| Total net cash used in operating activities | \$ | (5,373) | \$ | (5,125) | \$ | (2,610) | \$ | (2,538) |
| Cash flows from investing activities: | ||||||||
| Proceeds from sales of marketable securities | - | 1,847 | - | - | ||||
| Purchase of fixed assets | (4) | (32) | (3) | (21) | ||||
| Total net cash provided (used) in investing activities | \$ | (4) | \$ | 1,815 | \$ | (3) | \$ | (21) |
| Cash flows from financing activities: | ||||||||
| Issuance of ordinary shares and warrants, net of issuance expenses |
4,482 | (98) | - | (89) | ||||
| Total net cash provided by (used in) financing activities | \$ | 4,482 | \$ | (98) | \$ | - | \$ | (89) |
| Effect of exchange rate changes on cash and cash equivalents |
105 | (262) | 156 | (133) | ||||
| Decrease in cash, cash equivalents and restricted cash | (790) | (3,670) | (2,457) | (2,781) | ||||
| Cash, cash equivalents and restricted cash at the beginning of the period |
\$ | 7,182 | \$ | 15,734 | \$ | 8,849 | \$ | 14,845 |
| Cash, cash equivalents and restricted cash at the end of the period |
\$ | 6,392 | \$ | 12,064 | \$ | 6,392 | \$ | 12,064 |
The accompanying notes are an integral part of the consolidated financial statements.
| Six months ended June 30, |
Three months ended June 30, |
||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| Unaudited | Unaudited | ||||||
| Adjustments to reconcile net loss to net cash provided by | |||||||
| (used in) operating activities: | |||||||
| Share-based payment | 459 | 283 | 217 | 142 | |||
| Depreciation | 115 | 108 | 26 | 46 | |||
| Revaluation of marketable equity securities | 46 | (1,393) | 5 | 18 | |||
| Exchange rate changes on cash and cash equivalents | (105) | 262 | (156) | 133 | |||
| Changes in assets and liabilities: | |||||||
| Decrease in trade receivables | 80 | 97 | 99 | 30 | |||
| Decrease in other receivables | 49 | 31 | 128 | 189 | |||
| Increase (decrease) in trade payables | (143) | 104 | (250) | 91 | |||
| Changes in operating lease liability | 121 | 18 | 146 | (38) | |||
| Increase (decrease) in other accounts payable | 100 | 73 | (10) | 23 | |||
| Adjustments to reconcile loss to net cash provided by (used in) | |||||||
| operating activities | \$ | 722 | \$ (417) |
\$ | 205 | \$ | 634 |
| Six months ended June 30, |
Three months ended June 30, |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Unaudited | Unaudited | |||||||
| Operating leases | ||||||||
| Cash payments for operating leases | \$ | 223 | \$ | 265 | \$ | 111 | \$ | 133 |
| Non-cash activity | ||||||||
| Right of use asset increase, resulted from lease modification | \$ | - | \$ | 637 | \$ | - | \$ | - |
| Lease liability increase, resulted from lease modification | \$ | - | \$ | 726 | \$ | - | \$ | - |
| Finance expenses resulted from lease modification | \$ | - | \$ | 89 | \$ | - | \$ | - |
6
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, 2025 (the "Consolidated Interim Financial Statements"), 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, heavy industrial equipment and drones. In addition, the Company, through of its subsidiary, Eye-Net Mobile Ltd. ("Eye-Net") 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. 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 substantial operating losses and to continue to fund its operations primarily through the utilization of its current financial resources, sales of its products and additional raises of capital.
Such conditions raise substantial doubts about the Company's ability to continue as a going concern. The management's plan includes raising funds from existing shareholders and/or outside potential investors. However, there is no assurance such funding will be available to the Company, if such funding will be obtained on terms favorable to the Company, or if such funding will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
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, 2024.
The results of operation for the six and three months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
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.
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.
The Accounting Standards Codification 280, "Segment Reporting," establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), the Chief Executive Officer. The CODM reviews financial information which consist of the Company's statements of operations for purposes of allocating resources and assessing financial performance for this segment and decides how to allocate resources based on net loss. The Company has identified one reportable and operating segment, which is its automotive vision systems operations, providing advanced technology solutions for the automotive industry.
The following table sets forth reporting revenue information by geographic region:
| Six months ended June 30, |
Three months ended June 30, |
|||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||
| Unaudited | Unaudited | |||||
| Israel | 104 | 104 | 74 | 77 | ||
| Japan | 75 | 115 | 31 | 46 | ||
| USA | 32 | - | 12 | - | ||
| Other (*) | 29 | 5 | 11 | - | ||
| 240 | 224 | 128 | 123 |
(*) No country represented is greater than 10% of the revenues as of the years presented, other than the countries presented above.
The following table is a summary of the distribution of revenues by main customers:
| Six months ended June 30, |
Three months ended June 30, |
|||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||
| Unaudited | Unaudited | |||||
| Customer A | 104 | 104 | 74 | 77 | ||
| Customer B | - | 72 | - | 3 | ||
| Customer C | - | 44 | - | 43 | ||
| Customer D | 40 | - | - | - | ||
| 144 | 220 | 74 | 123 |
A. On February 21, 2025, the Company increased the maximum aggregate offering price of the ADSs issuable under its sales agreement with A.G.P/Alliance Global Partners, dated June 14, 2024 (the "June 2024 Sales Agreement") from \$7,000,000 to \$11,400,000.
As of June 30, 2025, the Company raised a gross amount of \$2,050 through the sale of 2,216,369 ADSs (66,491,070 Ordinary Shares) under the June 2024 Sales Agreement, at an average price of \$0.92 per ADS. After deducting issuance costs, the Company raised a net amount of \$1,870.
B. On March 7, 2025, the Company and Eye-Net entered into securities purchase agreements with institutional and private investors for an equity investment in Eye-Net, resulting in gross proceeds of \$2.75 million, before deducting finders' fees and other estimated offering expenses. Following the transaction, the investors collectively held approximately 5.8% of Eye-Net's issued and outstanding ordinary shares, and the Company's ownership in Eye-Net was diluted from 100% to 94.2%.
As part of the transaction, the Company also issued to the investors:
We accounted for the issuance of subsidiary shares and the Company warrants were treated as a unit. The total proceeds were allocated between the subsidiary shares and the Company warrants based on their relative fair values at the date of issuance. The fair value of the Series A Warrants was determined based on the fair value of the share price of the Company as there was no exercise price to be paid on the Series A warrants. The fair value of the Series B Warrants was calculated using the Black-Scholes option pricing model, which incorporated key assumptions such as expected volatility, risk-free interest rate, expected term, and dividend yield. The percentage of the minority interest in the net assets of the subsidiary was recognized as a decrease in noncontrolling interests within equity in the consolidated balance sheet. The amount by which the proceeds, allocated to the subsidiary shares, exceeded the corresponding proportionate share of subsidiary net assets was recorded as an increase to additional paid-in capital.
9
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," "predict," "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 forwardlooking 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, 2024, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 24, 2025, 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, 2025, 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.
We are a technology company engaged in the 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 "inlineof-sight" vision solutions and "beyond-line-of-sight" accident-prevention solutions.
Our 3D 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, agriculture 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 (AI) technology and advanced analytics.
Our current operating expenses consist of three components — research and development expenses, sales and marketing expenses and general and administrative expenses.
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.
The following table discloses the breakdown of research and development expenses, net:
| U.S. dollars in thousands | Six months ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Payroll and related expenses | 3,611 | 3,671 | ||
| Subcontracted work and consulting | 218 | 432 | ||
| Rent and office maintenance | 361 | 416 | ||
| Travel expenses | 97 | 83 | ||
| Other, net | 139 | (77) | ||
| Total | 4,426 | 4,525 |
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, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Payroll and related expenses | 359 | 308 | ||
| Exhibitions, conventions and travel expenses | 56 | 62 | ||
| Consultants | 194 | 194 | ||
| Other | 20 | 12 | ||
| Total | 629 | 576 |
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, | |
|---|---|---|
| 2025 | 2024 | |
| Payroll and related expenses | 646 | 481 |
| Share based payment to service providers | 38 | 118 |
| Professional services | 278 | 295 |
| Directors' fees and insurance | 86 | 116 |
| Rent and office maintenance | 130 | 134 |
| Other | 118 | 17 |
| Total | 1,296 | 1,161 |
Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024.
| U.S. dollars in thousands | Six months ended June 30, | |
|---|---|---|
| 2025 | 2024 | |
| Revenues | 240 | 224 |
| Cost of revenues | (84) | (72) |
| Gross profit | 156 | 152 |
| Research and development expenses, net | (4,426) | (4,525) |
| Marketing and sales | (629) | (576) |
| General and administrative | (1,296) | (1,161) |
| Operating loss | (6,195) | (6,110) |
| Financial income, net | 100 | 1,402 |
| Net loss | (6,095) | (4,708) |
| Attributable to non-controlling interest | (70) | - |
| Attributable to equity holders | (6,025) | (4,708) |
Revenues for the six months ended June 30, 2025, were \$240,000, compared to \$224,000 for the six months ended June 30, 2024. The revenues were generated primarily through Foresight Automotive's commercialization agreement with Elbit Systems Ltd. and through the successful completion of integration and live field testing by Eye-Net Mobile with Software République.
Research and development expenses, net for the six months ended June 30, 2025, were \$4,426,000, a decrease of 2.2% compared to \$4,525,000 for the six months ended June 30, 2024. The decrease is mainly attributable to a decrease in payroll and related expenses and to lower rent and office maintenance costs.
Marketing and sales expenses for the six months ended June 30, 2025, were \$629,000, an increase of 9.2% compared to \$576,000 for the six months ended June 30, 2024. The increase is mainly attributable to an increase in payroll and related expenses.
General and administrative expenses for the six months ended June 30, 2025, were \$1,296,000, an increase of 11.6% compared to \$1,161,000 for the six months ended June 30, 2024. The increase is mainly attributable to an increase in share-based compensation.
As a result of the foregoing, our operating loss for the six months ended June 30, 2025, amounted to \$6,195,000, an increase of approximately \$85,000, or 1.4% as compared to an operating loss of \$6,110,000 for the six months ended June 30, 2024.
Financial income, net primarily consists of interest received from bank deposits and bank fees, revaluations of marketable securities and exchange rate differences.
Financial income, net for the six months ended June 30, 2025, was \$100,000, compared to financial income, net of \$1,402,000 for the six months ended June 30, 2024. Financial income, net for the six months ended June 30, 2025, consisted of interest income in the amount of \$93,000, a gain from the revaluation of marketable equity securities to their fair value in the amount of \$50,000 and exchange rate differences in the amount of \$85,000, offset by other factors in the amount of \$128,000. Financial income, net for the six months ended June 30, 2024, consisted of a gain from the revaluation and sale of the Company's stake in Rail Vision Ltd. to its fair value in the amount of \$1,393,000, from interest income in the amount of \$281,000, offset by exchange rate differences and other offsetting factors in the amount of \$272,000.
As a result of the foregoing, our net loss for the six months ended June 30, 2025, amounted to \$6,095,000, an increase of approximately \$1,387,000, or 29.5% compared to \$4,708,000 for the six months ended June 30, 2024.
Since our inception through June 30, 2025, we have funded our operations principally with approximately \$124,087 thousand in the aggregate, from funding from Magna B.S.P Ltd., the issuance of our ordinary shares, no par value, or Ordinary Shares, or American Depositary Shares, the ratio of Ordinary Shares to which is 30:1, or the ADSs, and exercise of warrants and options. As of June 30, 2025, we had approximately \$6,392 thousand in cash and cash equivalents and restricted cash.
The table below presents our cash flows for the periods indicated:
| U.S. dollars in thousands | Six months ended June 30, | |
|---|---|---|
| 2025 | 2024 | |
| Operating activities | (5,373) | (5,125) |
| Investing activities | (4) | 1,815 |
| Financing activities | 4,482 | (98) |
| Effect of exchange rate changes on cash and cash equivalents | 105 | (262) |
| Net decrease in cash, cash equivalents and restricted cash | (790) | (3,670) |
Net cash used in operating activities of \$5,373,000 during the six months ended June 30, 2025, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, director's fees, rent and other miscellaneous expenses.
Net cash used in operating activities of \$5,125,000 during the six months ended June 30, 2024, 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 investing activities of \$4,000 during the six months ended June 30, 2025, resulted primarily from purchases of fixed assets of \$4,000.
Net cash provided by investing activities of \$1,815,000 during the six months ended June 30, 2024, was primarily provided by proceeds from sales of marketable securities of approximately \$1,847,000, offset by purchases of fixed assets of \$32,000.
Net cash provided by financing activities of \$4,482,000 during the six months ended June 30, 2025, was from issuance of ordinary shares and warrants, net of issuance expenses.
Net cash used in financing activities of \$98,000 during the six months ended June 30, 2024, was provided by issuance expenses.
We have financed our operations to date primarily through proceeds from sales of our Ordinary Shares, ADSs and warrants, and the ordinary shares of Eye-Net Mobile. 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, 2025, our cash and cash equivalents including restricted cash were approximately \$6,392,000. As of the date of this report, we expect that our existing cash, cash equivalents and restricted cash will be sufficient to fund our current operations through the end of February 2026.
On March 7, 2025, the Company, with its wholly owned subsidiary, Eye-Net Mobile, entered into securities purchase agreements with institutional and private investors for an investment in Eye-Net Mobile, based on an Eye-Net Mobile pre-money valuation of \$45 million. The gross proceeds of the investment were approximately \$2.75 million, before deducting finders' fees and other estimated offering expenses. Eye-Net Mobile granted the investors certain antidilution protections in the event of a down round effectuated within one year of the closing of their investment, subject to a floor valuation of \$30 million.
In addition, the Company agreed to issue warrants to purchase ADSs as follows: (i) Series A Warrants to purchase ADSs at an exercise price of \$0.01 per ADS, exercisable until the later of June 30, 2025, or 90 days from the date on which the Registration Statement (as defined below) becomes effective, for a number of ADSs equal to the quotient of (A) the investment amount paid by each investor divided by (B) the lowest closing price of the ADSs on Nasdaq during the five trading days preceding the exercise date, but at a price no lower than \$0.45; provided that in no event shall the aggregate number of ADSs issuable upon exercise of the Series A Warrants exceed 6,111,111 ADSs, and (ii) Series B Warrants to purchase ADSs at an exercise price per ADS equal to 125% of the most recent price of the ADSs on Nasdaq known at the closing of the transaction, or the Closing ADS Price, exercisable for a 24 month period following the closing, for a number of ADSs equal to 75% of the quotient of (A) the investment amount paid by each investor divided by (B) the Closing ADS Price.
The Series A Warrants and Series B Warrants were not listed for trade; however, the Company agreed to file a resale registration statement to cover the resale of the ADSs issuable upon the exercise of the Series A Warrants and Series B Warrants by April 15, 2025, or the Registration Statement. The investment was fully completed on March 16, 2025.
On June 14, 2024, we entered into the 2024 Sales Agreement with A.G.P., as sales agent, pursuant to which we were able to offer and sell through A.G.P. up to \$1,130,000 of our ADSs. We paid A.G.P. 3.0% of the aggregate gross proceeds from the sale of ADSs pursuant to the 2024 Sales Agreement. We also agreed to reimburse the sales agent for certain specified expenses. On December 31, 2024, we filed a prospectus supplement to supplement and amend the prior prospectus dated June 14, 2024, so that we could increase the maximum aggregate offering price of our ADSs that may be offered, issued and sold under the 2024 Sales Agreement up to \$7,000,000 through A.G.P. On February 21, 2025, we filed a prospectus supplement to supplement and amend the prior prospectus dated December 31, 2024, so that we could increase the maximum aggregate offering price of our ADSs that may be offered, issued and sold under the 2024 Sales Agreement up to \$11,400,000 through A.G.P. As of August 15, 2025, we have sold 114,880,500 Ordinary Shares under the 2024 Sales Agreement, having aggregate gross proceeds of \$2.822 million and aggregate net proceeds of \$2.731 million.
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. This may raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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:
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.
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 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, 2025, included elsewhere in this Report Form 6-K.
In addition to the other information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operation, you should carefully consider the risk factors discussed and set forth under Item 3.D. "Risk Factors" in our Annual Report, which could materially affect our business, financial condition or future results.
We believe that our current cash on hand will not be sufficient to fund our projected operating requirements for a period of one year from the issuance of these financial statements. This raises substantial doubt about our ability to continue as a going concern and could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports on our financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. If we cannot continue as a going concern, our investors may lose their entire investment in our securities. Until we can generate significant revenues, if ever, 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.
On March 24, 2025, we received a written notice from the Nasdaq Stock Market LLC ("Nasdaq") indicating that we are not in compliance with Nasdaq Listing Rule 5550(a)(2), as our closing bid price for our ADSs was below \$1.00 per share for the last 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been granted a 180-calendar day compliance period, or until September 22, 2025, to regain compliance with the minimum bid price requirement. During the compliance period, our ADSs will continue to be listed and traded on the Nasdaq Stock Market. To regain compliance, the closing bid price of our ADSs must meet or exceed \$1.00 per ADS for at least 10 consecutive business days during the 180-calendar day compliance period.
If we are not in compliance by September 22, 2025, we may be afforded a second 180-calendar day compliance period. To qualify for this additional time, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq with the exception of the minimum bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period. If we do not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that our ADSs will be subject to delisting.
We intend to monitor the closing bid price of our ADSs between now and September 22, 2025, and will consider available options to resolve our noncompliance with the minimum bid price requirement as may be necessary. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or that we will otherwise be in compliance with other Nasdaq listing criteria.
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