FRSX Foresight Autonomous Holdings Ltd

 

 

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: July 2023

 

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

 

On June 21, 2023, Foresight Automotive Ltd. (“Foresight”) entered into a Cooperation Agreement (the “Agreement”) with Elbit Systems Land Ltd. and its fully owned subsidiary IMI Systems Ltd. (collectively, “ESL”) (and together, the “Parties”), pursuant to which the Parties set the principles of cooperation in integrating, commercializing, marketing and selling, by ESL, of ESL’s products, systems and solutions for combat/security ground vehicles in defense, paramilitary and homeland security (“HLS”) markets (the “ESL Field”) integrated with the Foresight proprietary software program for image processing (the “Foresight Software” and the “Integrated Solutions”, respectively) as well as commercializing, marketing and selling, by ESL, of the Foresight Software in the ESL Field. The Agreement follows that certain cooperation agreement signed on June 16, 2019 and amended on August 15, 2019 between the Parties, pursuant to which Foresight, in accordance with ESL requirements, developed the Foresight Software.

 

Pursuant to the Agreement, ESL shall have the exclusive right to market and sell the Foresight Software and the Integrated Solutions to customers in the ESL field in Israel and worldwide for a period of five years until June 14, 2028, unless terminated prior to that date under the terms of the Agreement, contingent on certain sales and revenue targets. The Foresight Software shall be commercialized in the form of a perpetual license per every system or product in which the Foresight Software is sold (the “User License”). The User License shall be sold for several thousand U.S. dollars per license.

 

Pursuant to the Agreement, ESL shall endeavor to pursue business opportunities for the marketing and sales of the Foresight Software and the Integrated Solutions in the ESL Field. ESL intends to commercialize the Foresight Software and/or the Integrated Solutions for autonomous self-driving and semi-driving platforms through a variety of sales strategies and feasibility studies and also will offer the Foresight Software as a component of advanced driver assistance systems (“ADAS”) for human-driven platforms.

 

In addition, pursuant to the Agreement, ESL shall be solely responsible, with reasonable support by Foresight for integration of the Foresight Software in particular autonomous self-driving or semi-driving or human-driven platforms or in an ADAS project and in ESL’s systems and solutions. For this purpose, ESL may order from Foresight development services required for such integration, as required by ESL, each time under a separate development services agreement upon agreed hourly rates.

 

Pursuant to the Agreement, ESL may order from Foresight support and maintenance services for Foresight products, as well as customization services for customization of the Foresight Software for ESL needs (the “Support Services”), upon agreed hour rates.

 

ESL shall pay Foresight an exclusivity fee calculated as a percentage of revenues generated from this cooperation. However, irrespective of achieving said revenues, the minimum exclusivity fee due and payable to Foresight for the entire term of the Agreement shall be equal to $225,000. The estimated upper limit for this revenue stream is $900,000.

 

Irrespective of actual demand for the User Licenses for ADAS, during the term of the Agreement ESL shall purchase from Foresight a minimum number of User Licenses in the aggregate amount of $525,000. The estimated upper limit for this revenue stream is $2.5 million.

 

Irrespective of ESL actual needs, ESL shall purchase from Foresight, in advance, Support Services a minimum amount of $50,000 for each year of the term and a minimum amount of $250,000 for the entire term of the Agreement.

 

Attached hereto and incorporated herein is Foresight’s press release issued on July 17, 2023, titled “Foresight Takes Major Step Towards Commercialization with Elbit Systems Securing Revenues of up to $4 Million.”

 

This Report on Form 6-K, including Exhibit 99.1 hereto, the first three paragraphs and the section entitled “Forward-Looking Statements” only, is incorporated by reference into Foresight Autonomous Holdings Ltd.’s Registration Statements on Form F-3 (File No. 333-252334) and Form S-8 (Registration No. 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 July 17, 2023, titled “Foresight Takes Major Step Towards Commercialization with Elbit Systems Securing Revenues of up to $4 Million.”

 

 

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: July 17, 2023	By:	/s/ Eli Yoresh
	Name:	Eli Yoresh
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

 

Foresight Takes Major Step Toward Commercialization With Elbit Systems Securing Revenues up to $4 Million

 

The parties signed a five-year mutual exclusivity agreement commercializing Foresight’s proprietary software for semi- and fully-autonomous defense platforms

 

Ness Ziona, Israel – July 17, 2023 - Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight”), an innovator in automotive vision systems, announced today 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 Foresight’s image processing software solution. Foresight 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.

 

According to the agreement, Elbit will commercialize Foresight’s software solution, exclusively and globally, 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 (the “ESL Field”). The software license for each platform will be sold for several thousand U.S. dollars per license. Furthermore, Foresight will provide support, maintenance, and customization services for its software to both Elbit and Elbit’s customers.

 

Elbit will have the exclusive rights to market and sell Foresight’s image processing software in the ESL Field in Israel, for a period of five years. Elbit will also have exclusive rights to market and sell Foresight’s image processing software in the ESL Field globally, for a period of five years, depending on sales targets as determined in the agreement.

 

“We are excited to strengthen our ongoing collaboration with Elbit and significantly advance our commercialization efforts. Elbit has chosen to exclusively offer our unique software-based vision solutions to customers in the defense and paramilitary sectors who are seeking 3D perception solutions for ADAS and autonomous vehicles. This agreement further reinforces Foresight’s position as a pioneering technology leader in advanced automotive vision systems, and we believe that it will help to strengthen our balance sheet and revenues in the coming years,” said Haim Siboni, CEO of Foresight.

 

 

 

About Foresight

 

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing smart multi-spectral vision software solutions and cellular-based applications. Through the Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.

 

Foresight’s vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to 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 its revenue forecasts with respect to the agreement, the expected timing of recognizing revenues pursuant to the agreement, the parties’ obligations under the agreement, Elbit’s exclusive rights for marketing and selling Foresight’s software in Israel, Elbit’s exclusive right to distribute Foresight’s image processing software, and its belief that this agreement will strengthen Foresight’s balance sheet. 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. Foresight is not responsible for the contents of third party websites.

 

Investor Relations Contact:

 

Miri Segal-Scharia

CEO

MS-IR LLC

msegal@ms-ir.com

917-607-8654

 

---