Financial Performance - The operating loss for the year ended December 31, 2022, was approximately $17,455,000, an increase of $1,510,000 or 9.5% from the operating loss of $15,945,000 in 2021[360] - The net loss for the year ended December 31, 2022, was approximately $21,676,000, compared to a net loss of $15,036,000 in 2021, marking an increase of $6,640,000[363] Expenses - Research and development expenses for the year ended December 31, 2022, amounted to $11,534,000, an increase of $1,364,000 or 13.4% compared to $10,170,000 in 2021[349] - Sales and marketing expenses for the year ended December 31, 2022, were approximately $2,230,000, representing an increase of $382,000 or 20.7% compared to $1,848,000 in 2021[358] - General and administrative expenses for the year ended December 31, 2022, were approximately $3,989,000, slightly up from $3,980,000 in 2021[359] Cash Flow - Cash and cash equivalents, including restricted cash and short-term bank deposits, were approximately $26.5 million as of December 31, 2022[366] - Net cash used in operating activities for the year ended December 31, 2022, was approximately $17,057,000, compared to $12,125,000 in 2021[368] - Net cash provided by investing activities for the year ended December 31, 2022, was approximately $8,983,000, primarily from changes in short-term deposits[370] - The company expects existing cash and equivalents to fund operations through the second quarter of 2024[376] Losses and Revenue - The company has incurred losses and generated negative cash flows from operations since January 2011, with no significant revenue from product sales expected in the near term[375] Share Options - The company granted options to purchase 13,075,000 Ordinary Shares during 2022, subject to specific terms and conditions[387] - The fair value of share options is estimated using a Black-Scholes Merton options pricing model, which relies on several key assumptions[387] - The expected volatility for share options is calculated based on historical Ordinary Shares price movements[387] Currency and Market Risks - Changes of 5% and 10% in the U.S. dollar/NIS exchange rate would increase/decrease operating expenses for 2022 by 0.65% and 1.3%, respectively[607] - The majority of the company's liquid assets are held in NIS, with a portion of expenses denominated in U.S. dollars[607] - The company does not currently hedge its foreign currency exchange risk but may consider formal currency hedging transactions in the future[608] - The company is exposed to market risks primarily due to changes in foreign currency exchange rates and interest rates[606] - The percentage of NIS denominated expenses is expected to materially decrease in the near future, reducing exposure to exchange rate fluctuations[607] Investment Policy - The company's investment policy involves holding cash in bank deposits with banks rated at least A-minus, with most cash and cash equivalents bearing interest[606] Dividends - The company has historically not paid dividends and has no foreseeable plans to issue dividends[387]

[Overview](index=1&type=section&id=Overview) Foresight's 2022 full-year revenue surged 358% to $550,000, driven by POC projects, alongside widening GAAP losses and a strategic commercialization push Full Year 2022 Key Financial Metrics | Metric | FY 2022 | FY 2021 | Change | | :--- | :--- | :--- | :--- | | Revenues | $550,000 | $120,000 | +358% | | GAAP Operating Loss | ($17.5 million) | ($15.9 million) | +10% | | GAAP Net Loss | ($21.7 million) | ($15.0 million) | +44% | | Cash, cash equivalent, restricted cash and short-term deposits | $26.5 million | $45.7 million | -42% | - The company's strategic focus in 2022 was on achieving commercialization with early adopters, resulting in three commercial agreements with industry leaders[1](index=1&type=chunk) - A key achievement was the commercial agreement with SUNWAY-AI, which validates the company's long-term strategy of building partnerships in key geographies like China, Japan, Europe, and North America[4](index=4&type=chunk) [Fourth Quarter Corporate Highlights](index=1&type=section&id=Fourth%20Quarter%20Corporate%20Highlights) Q4 2022 highlights include a $51 million potential agreement with SUNWAY-AI and Eye-Net Mobile's successful Japan roadshow, generating strong OEM interest - Signed a joint development and supply agreement with SUNWAY-AI Technology Co., Ltd., which could yield up to **$51 million in revenue** over four years. SUNWAY-AI will commercialize the ADAS systems in mainland China, Hong Kong, Taiwan, and Macao[3](index=3&type=chunk) - Wholly-owned subsidiary Eye-Net Mobile completed a successful technological roadshow in Japan, demonstrating its solution to **20 automotive-related companies**, including **five leading Japanese OEMs**, which generated significant interest[3](index=3&type=chunk) - Hosted a virtual investor webinar in December to showcase progress in developing and distributing new automotive technologies and to provide updates on relationships with customers like Hitachi Astemo Americas and SUNWAY-AI[3](index=3&type=chunk) [Financial Results](index=2&type=section&id=Financial%20Results) The company's financial performance in Q4 and full-year 2022 reflects significant revenue growth from POC projects, offset by increased operating expenses and net losses [Fourth Quarter 2022 Financial Results](index=2&type=section&id=Fourth%20Quarter%202022%20Financial%20Results) Q4 2022 revenues grew **23.8%** to **$99,000** from POC projects, while GAAP net loss remained stable at **$3.8 million** due to higher expenses Q4 2022 vs. Q4 2021 Financials (in thousands) | Metric | Q4 2022 | Q4 2021 | Change | | :--- | :--- | :--- | :--- | | Revenues | $99 | $80 | +23.8% | | R&D Expenses, net | $3,035 | $2,647 | +14.7% | | G&A Expenses | $1,087 | $987 | +10.1% | | GAAP Net Loss | ($3,820) | ($3,726) | +2.5% | | Non-GAAP Net Loss | ($3,377) | ($3,304) | +2.2% | | GAAP EPS | ($0.012) | ($0.012) | 0% | - Q4 revenue was primarily generated from the successful completion of a POC project with a leading American EV manufacturer (**$70,000**) and a POC project with a leading global tractor manufacturer (**$15,000**)[6](index=6&type=chunk) [Full Year 2022 Financial Results](index=3&type=section&id=Full%20Year%202022%20Financial%20Results) Full-year 2022 revenues surged **358%** to **$550,000** from POC projects, but GAAP net loss widened to **$21.7 million** due to increased expenses and finance costs Full Year 2022 vs. 2021 Financials (in thousands) | Metric | FY 2022 | FY 2021 | Change | | :--- | :--- | :--- | :--- | | Revenues | $550 | $120 | +358% | | R&D Expenses, net | $11,534 | $10,170 | +13.4% | | Sales & Marketing Exp. | $2,230 | $1,848 | +20.7% | | GAAP Net Loss | ($21,676) | ($15,036) | +44.2% | | Non-GAAP Net Loss | ($19,850) | ($12,572) | +57.9% | | GAAP EPS | ($0.067) | ($0.047) | +42.6% | - Full-year revenue was generated from projects with Elbit Systems (**$220k**), Hitachi Astemo (**$150k**), ZF North America (**$90k**), an American EV manufacturer (**$70k**), and a global tractor manufacturer (**$15k**)[8](index=8&type=chunk) - Net finance expenses for 2022 were **$4.2 million**, a significant shift from a net finance income of **$0.9 million** in 2021. This was mainly driven by a **$2.2 million** revaluation of the company's investment in Rail Vision Ltd. and **$2.2 million** in exchange rate differences[11](index=11&type=chunk) [Balance Sheet Highlights](index=4&type=section&id=Balance%20Sheet%20Highlights) As of December 31, 2022, Foresight's liquidity and equity decreased, with cash and deposits at **$26.5 million** and total equity at **$28.8 million** Balance Sheet Comparison (as of Dec 31, in thousands) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Cash, restricted cash, and short-term deposits | $26,491 | $45,701 | | Total Assets | $32,893 | $53,481 | | Total Liabilities | $4,110 | $4,848 | | Total Equity | $28,783 | $48,633 | [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements provide detailed insights into the company's balance sheet, comprehensive loss, and cash flow for 2022 [Consolidated Balance Sheets](index=6&type=section&id=FORESIGHT%20AUTONOMOUS%20HOLDINGS%20LTD.%20INTERIM%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of December 31, 2022, total assets were **$32.9 million** and total equity **$28.8 million**, reflecting a reduction from 2021 due to cash utilization Consolidated Balance Sheets (U.S. dollars in thousands) | | As of Dec 31, 2022 | As of Dec 31, 2021 | | :--- | :--- | :--- | | **ASSETS** | | | | Total current assets | $27,335 | $46,373 | | Total non-current assets | $5,558 | $7,108 | | **Total assets** | **$32,893** | **$53,481** | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total current liabilities | $2,634 | $2,705 | | Total non-current liabilities | $1,476 | $2,143 | | **Total liabilities** | **$4,110** | **$4,848** | | **Total equity** | **$28,783** | **$48,633** | | **Total liabilities and shareholders' equity** | **$32,893** | **$53,481** | [Consolidated Statements of Comprehensive Loss](index=7&type=section&id=FORESIGHT%20AUTONOMOUS%20HOLDINGS%20LTD.%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20LOSS) For FY2022, the company reported a net loss of **$21.7 million** on **$550,000** revenue, with Q4 2022 showing a **$3.8 million** net loss on **$99,000** revenue Consolidated Statements of Comprehensive Loss (U.S. dollars in thousands) | | Year ended Dec 31, 2022 | Year ended Dec 31, 2021 | Three months ended Dec 31, 2022 | Three months ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenues | 550 | 120 | 99 | 80 | | Gross profit | 298 | 53 | 55 | 48 | | Operating loss | (17,455) | (15,945) | (4,538) | (4,116) | | Net loss | (21,676) | (15,036) | (3,820) | (3,726) | [Consolidated Statements of Cash Flow](index=8&type=section&id=FORESIGHT%20AUTONOMOUS%20HOLDINGS%20LTD.%20INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOW) In FY2022, net cash used in operations was **$17.1 million**, offset by **$9.0 million** from investing, resulting in a **$8.9 million** decrease in cash to **$19.3 million** Consolidated Statements of Cash Flow Highlights (U.S. dollars in thousands) | | Year ended Dec 31, 2022 | Year ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | (17,057) | (12,125) | | Net cash provided by (used in) investing activities | 8,983 | (12,582) | | Net cash provided by financing activities | - | 14,160 | | Decrease in cash and cash equivalents and Restricted cash | (8,913) | (10,584) | | Cash and cash equivalents and Restricted cash at end of period | 19,275 | 28,188 | [Reconciliation of GAAP to Non-GAAP Results](index=10&type=section&id=SUPPLEMENTAL%20RECONCILIATION%20OF%20GAAP%20TO%20NON-GAAP%20RESULTS) The reconciliation adjusts GAAP net loss by excluding non-cash share-based compensation, resulting in a FY2022 non-GAAP net loss of **$19.9 million** GAAP to Non-GAAP Reconciliation (U.S. dollars in thousands) | | Year ended Dec 31, 2022 | Year ended Dec 31, 2021 | Three months ended Dec 31, 2022 | Three months ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | :--- | | **GAAP net loss** | **(21,676)** | **(15,036)** | **(3,820)** | **(3,726)** | | Share-based compensation expenses | 1,826 | 2,464 | 443 | 422 | | **Non-GAAP net loss** | **(19,850)** | **(12,572)** | **(3,377)** | **(3,304)** | - Management believes non-GAAP financial information is useful for investors to understand and assess the company's ongoing operations, as it excludes non-cash expenses like stock-based compensation[9](index=9&type=chunk)

Exhibit 99.1 Foresight Announces First Quarter 2022 Financial Results NESS ZIONA, Israel — May 26, 2022 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) ("Foresight or the "Company"), today reported financial results for the first quarter of 2022. Foresight ended the first quarter of 2022 with $40.4 million in cash, cash equivalent, restricted cash and short-term deposits. The Company reported a GAAP net loss of $2.02 million for the first quarter of 20 ...

Exhibit 99.1 Foresight Announces Fourth Quarter and Full Year 2021 Financial Results NESS ZIONA, Israel — March 31, 2022 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) ("Foresight"), today reported financial results for the fourth quarter and full year 2021. Foresight ended the fourth quarter of 2021 with $45.7 million in cash, cash equivalent and short-term deposits. Foresight reported a U.S. generally accepted accounting principles (GAAP) net loss o ...

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-38094 For the fiscal year ended December 31, 2021 FORESIGHT AUTONOMOUS HOLDINGS LTD. OR (Exact name of registrant as specified ...

PART I [ITEM 3. KEY INFORMATION](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines the principal risks associated with the company, covering its financial condition as a development-stage entity, business and industry challenges, intellectual property vulnerabilities, and risks related to share ownership and its operations in Israel [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) The company identifies several key risk categories: its development-stage status with a history of significant losses (**$64.8 million** since its 2015 merger) and lack of revenue; business risks including potential product defects, competition, and COVID-19 disruptions; the need to protect its intellectual property; and risks tied to its Israeli operations, such as political instability and currency fluctuations - The company is a development-stage entity with a limited operating history and has incurred net losses of approximately **$64.8 million** since its merger in 2015 through December 31, 2020[49](index=49&type=chunk)[50](index=50&type=chunk) - The company has not yet commercialized any products or generated significant revenue, and its future profitability depends on successfully developing and launching its products[52](index=52&type=chunk) - Business operations face potential disruption from the COVID-19 pandemic, which has led to travel restrictions and remote work arrangements, potentially delaying trials and demonstrations[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - Principal shareholders, officers, and directors beneficially own over **13.53%** of outstanding Ordinary Shares, allowing them to exert significant control over shareholder matters[114](index=114&type=chunk) - Operations are based in Israel, exposing the company to risks from political, economic, and military instability in the region[132](index=132&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=27&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, corporate structure, and primary business activities, including its QuadSight multi-spectral vision system, Eye-Net V2X solution, investment in Rail Vision, intellectual property, and R&D expenditures [History and Development of the Company](index=27&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Incorporated in Israel in 1977 and public on TASE in 1987, the company shifted to vehicle safety technology via a 2015 merger with Foresight Automotive and spun out Eye-Net Mobile in 2019 - The company acquired **100%** of Foresight Automotive's share capital from Magna on October 11, 2015, shifting its focus to vehicle safety technology[148](index=148&type=chunk) - In January 2019, the company spun out its cellular-based V2X accident prevention solution to its wholly owned subsidiary, Eye-Net Mobile[150](index=150&type=chunk) Capital Expenditures (2018-2020) | Year | Capital Expenditures (USD) | | :--- | :--- | | 2020 | $50,000 | | 2019 | $103,000 | | 2018 | $733,000 | [Business Overview](index=28&type=section&id=B.%20Business%20Overview) The company develops smart multi-spectral vision software (Foresight Automotive) and cellular-based V2X applications (Eye-Net Mobile), holding a **19.34%** stake in Rail Vision and a growing IP portfolio - Foresight Automotive's QuadSight® is a quad-camera multi-spectral vision system designed for highly accurate obstacle detection in harsh weather and lighting conditions[177](index=177&type=chunk)[178](index=178&type=chunk) - Eye-Net Mobile develops a cellular-based V2X solution, Eye-Net Protect, that provides real-time pre-collision alerts to drivers and vulnerable road users via smartphones[222](index=222&type=chunk) - The company holds a **19.34%** stake in Rail Vision Ltd., a company developing image-processing-based safety systems for the rail industry[249](index=249&type=chunk) - The company has a growing intellectual property portfolio with two granted U.S. patents and multiple pending applications in the U.S., Israel, China, Europe, and Japan[95](index=95&type=chunk)[258](index=258&type=chunk) Research and Development Expenses (2018-2020) | Year | R&D Expense (USD) | | :--- | :--- | | 2020 | $8,563,000 | | 2019 | $10,209,891 | | 2018 | $8,637,947 | [Organizational Structure](index=42&type=section&id=C.%20Organizational%20Structure) Foresight Autonomous Holdings Ltd. has two primary subsidiaries, Foresight Automotive and Eye-Net Mobile, with Magna B.S.P. Ltd. holding approximately **11.14%** of its outstanding shares - The company's primary subsidiaries are Foresight Automotive Ltd. and Eye-Net Mobile Ltd., both private companies incorporated in Israel[264](index=264&type=chunk) [Property, Plants and Equipment](index=42&type=section&id=D.%20Property,%20Plants%20and%20Equipment) The company leases approximately **11,000 square feet** in Ness Ziona, Israel, for its principal offices and R&D facilities, with the current lease expiring in March 2024 - The company leases approximately **11,000 square feet** in Ness Ziona, Israel, for its offices and R&D facility, with the current lease ending in March 2024[265](index=265&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=43&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company reported a **$15.4 million** net loss and **$12.8 million** operating loss in 2020, with liquidity significantly strengthened to **$43.9 million** in cash, expected to fund operations until December 2023 [Operating Results](index=43&type=section&id=A.%20Operating%20Results) In 2020, the operating loss decreased to **$12.8 million** from **$15.0 million** in 2019, primarily due to a **16.1%** reduction in R&D expenses, while net loss remained stable at **$15.4 million** Results of Operations (2019 vs. 2020) | Metric (USD in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Research and development expenses, net | 8,563 | 10,210 | | Marketing and sales | 1,268 | 1,350 | | General and administrative | 3,005 | 3,469 | | **Operating loss** | **12,836** | **15,029** | | Equity in net loss of affiliated companies | 2,718 | 839 | | Financial income, net | (179) | (429) | | **Net loss** | **15,375** | **15,439** | - Research and development expenses decreased by **16.1%** year-over-year to **$8.6 million** in 2020, mainly due to a **$1.6 million** decrease in subcontracted services and lower travel expenses, reflecting COVID-19 cost reductions[281](index=281&type=chunk) - General and administrative expenses decreased by **13.4%** year-over-year to **$3.0 million** in 2020, driven by lower payroll and professional services costs[283](index=283&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Liquidity significantly improved in 2020, with cash and equivalents reaching **$43.9 million** from **$10.1 million** in 2019, driven by **$45.3 million** from financing activities, expected to fund operations until December 2023 Cash Flow Summary (2019 vs. 2020) | Cash Flow Activity (USD in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | (11,495) | (11,861) | | Net cash provided by investing activities | 85 | 7,191 | | Net cash provided by financing activities | 45,280 | 6,521 | | **Net increase in cash and cash equivalents** | **33,945** | **1,669** | - As of December 31, 2020, the company had approximately **$43.9 million** in cash, cash equivalents, and short-term bank deposits[300](index=300&type=chunk)[316](index=316&type=chunk) - In 2020, the company raised a total of approximately **$48.4 million** in gross proceeds through a series of registered direct offerings and a private placement[307](index=307&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk) - Management believes that existing cash reserves will be sufficient to fund current operations until December 2023[316](index=316&type=chunk) [Tabular Disclosure of Contractual Obligations](index=49&type=section&id=F.%20Tabular%20Disclosure%20of%20Contractual%20Obligations) As of December 31, 2020, total contractual obligations amounted to approximately **$2.22 million**, primarily for facility leases, car rentals, and a development agreement with Magna, with most due within one to three years Contractual Obligations as of December 31, 2020 | Obligation (USD) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Facility Lease | 1,207,600 | 371,600 | 743,200 | 92,800 | -- | | Car Rental | 136,900 | 60,800 | 76,100 | -- | -- | | Development Agreement with Magna | 877,000 | 877,000 | -- | -- | -- | | **Total** | **2,221,500** | **1,309,400** | **819,300** | **92,800** | **--** | [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=50&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section covers leadership, compensation, board structure, and employee base, noting **$2.0 million** in total compensation for directors and senior management in 2020, a six-member board, and **64** employees [Compensation](index=53&type=section&id=B.%20Compensation) In 2020, aggregate compensation for all 14 directors and senior managers totaled approximately **$1.37 million** in salary and benefits and **$0.61 million** in share-based compensation, with CEO Haim Siboni receiving **$539,749** Aggregate Compensation for Directors and Senior Management (2020) | Compensation Type | Amount (USD) | | :--- | :--- | | Salary and Related Benefits | $1,366,911 | | Share Based Compensation | $606,774 | Compensation of 5 Most Highly Compensated Officers (2020) | Executive Officer | Total Compensation (USD) | | :--- | :--- | | Haim Siboni | $539,749 | | Oren Bar-on | $252,162 | | Eli Yoresh | $250,348 | | Doron Cohadier | $193,118 | | Dror Elbaz | $192,317 | [Board Practices](index=54&type=section&id=C.%20Board%20Practices) The Board of Directors comprises six members, including two external directors as required by Israeli law, with an Audit Committee overseeing financial reporting, internal controls, and related-party transactions - The Board of Directors is composed of **six members**, including two external directors, and five members are considered 'independent' under Nasdaq rules[355](index=355&type=chunk) - The company is required by Israeli law to appoint at least two external directors who meet stringent independence standards[365](index=365&type=chunk) - The Audit Committee is comprised of three independent directors and is responsible for overseeing financial reporting, internal controls, and related-party transactions[392](index=392&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk) [Employees](index=67&type=section&id=D.%20Employees) As of December 31, 2020, the company had **64** employees (59 full-time, 5 part-time) in Israel, a slight decrease from 70 in 2019, with no union representation Employee Headcount (Year-End) | Year | Full-time Employees | Part-time Employees | Total | | :--- | :--- | :--- | :--- | | 2020 | 59 | 5 | 64 | | 2019 | 61 | 9 | 70 | | 2018 | 47 | 3 | 50 | [Share Ownership](index=68&type=section&id=E.%20Share%20Ownership) As of March 21, 2021, the 2016 Equity Incentive Plan reserved **36,903,634** Ordinary Shares, with options to purchase **25,092,765** shares outstanding - As of March 21, 2021, under the 2016 Equity Incentive Plan, options to purchase **25,092,765** Ordinary Shares were outstanding[434](index=434&type=chunk) [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=69&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details ownership, with CEO Haim Siboni holding **12.15%** and all directors/executive officers holding **13.53%** as of March 21, 2021, and outlines a services agreement with Magna for R&D support [Major Shareholders](index=69&type=section&id=A.%20Major%20Shareholders) As of March 21, 2021, Haim Siboni beneficially owned **12.15%** of shares, while the group of directors and executive officers owned **13.53%**, with Magna's ownership decreasing to **11.47%** in 2020 due to dilution Beneficial Ownership as of March 21, 2021 | Holder | Percentage Owned | | :--- | :--- | | Haim Siboni (beneficial) | 12.15% | | All directors and executive officers as a group | 13.53% | - During 2020, the beneficial ownership of Magna B.S.P. Ltd. decreased from **23.2%** to **11.47%** due to dilution from the company's equity offerings[445](index=445&type=chunk) [Related Party Transactions](index=71&type=section&id=B.%20Related%20Party%20Transactions) The company maintains a services agreement with Magna B.S.P. Ltd., a significant shareholder, for R&D services with monthly payments not exceeding NIS 235,000 (approximately **$73,000**) - Foresight Automotive has a services agreement with Magna, a significant shareholder, for R&D services with monthly payments not to exceed NIS 235,000 (approx. **$73,000**)[452](index=452&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=72&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) The company is not subject to material legal proceedings, has never declared cash dividends, and has no plans to do so, with no significant changes since the consolidated financial statements date - The company has never declared or paid cash dividends and does not anticipate paying any in the foreseeable future[455](index=455&type=chunk) - The company is not currently subject to any material legal proceedings[454](index=454&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=73&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers material contracts, exchange controls, and Israeli and U.S. tax considerations, including a **23%** Israeli corporate tax rate, R&D grants, and the potential risk of Passive Foreign Investment Company (PFIC) classification for U.S. tax purposes [Taxation](index=74&type=section&id=E.%20Taxation) The company is subject to a **23%** Israeli corporate tax rate, receives royalty-bearing R&D grants, and for U.S. Holders, faces potential adverse tax consequences if classified as a Passive Foreign Investment Company (PFIC) - The general corporate tax rate for Israeli companies is **23%** as of January 1, 2018[473](index=473&type=chunk) - The company's R&D efforts are partly financed by royalty-bearing grants from the Israel Innovation Authority (IIA), which may restrict the transfer of technology and manufacturing outside of Israel[478](index=478&type=chunk)[479](index=479&type=chunk) - The company does not expect to be a Passive Foreign Investment Company (PFIC) for 2020, but notes that this determination is made annually and cannot be assured for the future, as PFIC status would result in negative tax consequences for U.S. taxpayers holding the company's shares[123](index=123&type=chunk)[508](index=508&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=82&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is foreign currency exchange rate fluctuations between the New Israeli Shekel (NIS) and the U.S. dollar, as liquid assets are in NIS and expenses are in U.S. dollars, with no hedging currently employed - The company's main market risk is foreign currency exchange risk due to fluctuations between the NIS and the U.S. dollar, as most liquid assets are in NIS and a portion of expenses are in U.S. dollars[531](index=531&type=chunk) PART II [ITEM 15. CONTROLS AND PROCEDURES](index=85&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) As of December 31, 2020, management concluded that disclosure controls and internal control over financial reporting were effective, with no auditor attestation report included due to the company's emerging growth company exemption - Management concluded that as of December 31, 2020, the company's disclosure controls and procedures, as well as its internal control over financial reporting, were effective[545](index=545&type=chunk)[546](index=546&type=chunk) - The annual report does not include an auditor's attestation report on internal control over financial reporting due to an exemption for emerging growth companies under the JOBS Act[547](index=547&type=chunk) [ITEM 16G. CORPORATE GOVERNANCE](index=87&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer, the company follows Israeli corporate governance practices, diverging from certain Nasdaq rules regarding periodic reports, quorum requirements, director nominations, and executive compensation approval - The company follows Israeli corporate governance practices instead of certain Nasdaq rules, as permitted for foreign private issuers[558](index=558&type=chunk) - Key areas of divergence from Nasdaq rules include quorum requirements, director nominations (which are not required to be made by an independent committee), and the approval process for executive compensation[560](index=560&type=chunk)[564](index=564&type=chunk) PART III [ITEM 18. FINANCIAL STATEMENTS](index=92&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents audited consolidated financial statements for 2020 and 2019, showing total assets grew to **$49.9 million** in 2020, a net loss of **$15.4 million**, and a basic and diluted loss per share of **$0.07** Consolidated Balance Sheet Data (as of Dec 31) | Metric (USD in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | **Total Assets** | **49,923** | **19,334** | | Total Current Assets | 44,381 | 10,696 | | Total Non-Current Assets | 5,542 | 8,638 | | **Total Liabilities** | **2,878** | **3,046** | | **Total Equity** | **47,045** | **16,288** | Consolidated Comprehensive Loss Data (Year Ended Dec 31) | Metric (USD in thousands, except per share) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Operating Loss | 12,836 | 15,029 | 13,321 | | **Net Loss** | **15,375** | **15,439** | **14,657** | | Basic and Diluted Loss Per Share (USD) | (0.07) | (0.10) | (0.12) | Consolidated Cash Flow Data (Year Ended Dec 31) | Metric (USD in thousands) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (11,495) | (11,861) | (11,473) | | Net Cash Provided by (Used in) Investing Activities | 85 | 7,191 | (6,135) | | Net Cash Provided by Financing Activities | 45,280 | 6,521 | 11,367 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission ...

FORESIGHT AUTONOMOUS NASDAQ/TASE - FRSX Seeing Your Safety First Forward-Looking Statement This presentation of Foresight Autonomous Holdings Ltd. (the "Company") contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act and other 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, Foresi ...

As filed with the Securities and Exchange Commission on March 20, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission File No.: 001-38094 FORESIGHT AUTONOMOUS HOLDINGS LTD. (Exact name of registrant as specified in its charter) Translation of registrant's name into English: Not applicable | | 7 Golda Meir | | --- | --- | | | Ness Ziona | ...