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Foresight Autonomous Holdings Ltd.

Foresight Autonomous Holdings Ltd.FRSXEarnings & Financial Report

Nasdaq

Foresight Autonomous Holdings Ltd. develops and markets advanced perception systems for the autonomous driving and automotive safety sectors. Its core offerings include multi-sensor vision solutions combining thermal imaging, visible light and AI analytics to enhance obstacle detection, collision avoidance and navigation reliability for passenger cars, commercial fleets and off-road industrial equipment, with operations spanning North America, Europe and Asia.

What changed in Foresight Autonomous Holdings Ltd.'s 20-F — 2022 vs 2023

Top changes in Foresight Autonomous Holdings Ltd.'s 2023 20-F

421 paragraphs added · 474 removed · 319 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. [Removed and reserved]. 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 19 A. History and Development of the Company 19 B. Business Overview 20 C.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 A. [Removed and reserved]. 1 B. Capitalization and Indebtedness 1 C. Reasons for the Offer and Use of Proceeds 1 D. Risk Factors 1 ITEM 4. INFORMATION ON THE COMPANY 20 A. History and Development of the Company 20 B. Business Overview 21 C.
Organizational Structure 47 D. Property, Plants and Equipment 47 ITEM 4.A UNRESOLVED STAFF COMMENTS 47 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 A. Operating Results 48 B. Liquidity and Capital Resources 51 C. Research and Development, Patent and Licenses, etc. 53 D. Trend Information. 53 E. Critical Accounting Estimates 53 ITEM 6.
Organizational Structure 43 D. Property, Plants and Equipment 44 ITEM 4.A UNRESOLVED STAFF COMMENTS 44 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 44 A. Operating Results 44 B. Liquidity and Capital Resources 47 C. Research and Development, Patent and Licenses, etc. 49 D. Trend Information. 49 E. Critical Accounting Estimates 49 ITEM 6.
Consolidated Statements and Other Financial Information 76 B. Significant Changes 77 ITEM 9. THE OFFER AND LISTING 77 A. Offer and Listing Details 77 B. Plan of Distribution 77 C. Markets 77 D. Selling Shareholders 77 E. Dilution 77 F. Expenses of the Issue 77 i ITEM 10. ADDITIONAL INFORMATION 77 A. Share Capital 77 B.
Interests of Experts and Counsel 74 ITEM 8. FINANCIAL INFORMATION 74 A. Consolidated Statements and Other Financial Information 74 B. Significant Changes 74 ITEM 9. THE OFFER AND LISTING 74 A. Offer and Listing Details 74 B. Plan of Distribution 74 C. Markets 74 D. Selling Shareholders 74 E. Dilution 75 F. Expenses of the Issue 75 i ITEM 10.
Memorandum and Articles of Association 78 C. Material Contracts 78 D. Exchange Controls 78 E. Taxation 79 F. Dividends and Paying Agents 87 G. Statement by Experts 87 H. Documents on Display 87 I. Subsidiary Information 87 J. Annual Report to Security Holders. 87 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 88 ITEM 12.
ADDITIONAL INFORMATION 75 A. Share Capital 75 B. Memorandum and Articles of Association 75 C. Material Contracts 75 D. Exchange Controls 75 E. Taxation 76 F. Dividends and Paying Agents 83 G. Statement by Experts 84 H. Documents on Display 84 I. Subsidiary Information 84 J. Annual Report to Security Holders. 84 ITEM 11.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 88 A. Debt Securities 88 B. Warrants and rights 88 C. Other Securities 88 D. American Depositary Shares 88 PART II 89
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 84 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 85 A. Debt Securities 85 B. Warrants and rights 85 C. Other Securities 85 D. American Depositary Shares 85 PART II 86
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 54 A. Directors and Senior Management 54 B. Compensation 57 C. Board Practices 58 D. Employees 71 E. Share Ownership 72 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 73 A. Major Shareholders 73 B. Related Party Transactions 76 C. Interests of Experts and Counsel 76 ITEM 8. FINANCIAL INFORMATION 76 A.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 50 A. Directors and Senior Management 50 B. Compensation 53 C. Board Practices 55 D. Employees 69 E. Share Ownership 69 F. Action to Recover Erroneously Awarded Compensation 70 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 70 A. Major Shareholders 70 B. Related Party Transactions 73 C.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Fluctuations in our operating results and financial condition may be due to several factors, including those listed below and those identified throughout this “Risk Factors” section: ● the degree of market acceptance of our products and services; ● the mix of products and services that we sell during any period; ● long sale cycles; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in the amounts that we spend to promote our products and services; ● changes in the cost of satisfying our warranty obligations and servicing our installed base of solutions; 6 ● delays between our expenditures to develop and market new or enhanced solutions and consumables and the generation of sales from those products; ● development of new competitive products and services by others; ● difficulty in predicting sales patterns and reorder rates that may result from a multi-tier distribution strategy associated with new product categories; ● litigation or threats of litigation, including intellectual property claims by third parties; ● changes in accounting rules and tax laws; ● changes in regulations and standards; ● the geographic distribution of our sales; ● our responses to price competition; ● general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; ● changes in interest rates that affect returns on our cash balances and short-term investments; ● changes in dollar-shekel exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; and ● the level of research and development activities by our company.
Fluctuations in our operating results and financial condition may be due to several factors, including those listed below and those identified throughout this “Risk Factors” section: ● the degree of market acceptance of our products and services; ● the mix of products and services that we sell during any period; ● long sale cycles; 5 ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in the amounts that we spend to promote our products and services; ● changes in the cost of satisfying our warranty obligations and servicing our installed base of solutions; ● delays between our expenditures to develop and market new or enhanced solutions and consumables and the generation of sales from those products; ● development of new competitive products and services by others; ● difficulty in predicting sales patterns and reorder rates that may result from a multi-tier distribution strategy associated with new product categories; ● litigation or threats of litigation, including intellectual property claims by third parties; ● changes in accounting rules and tax laws; ● changes in regulations and standards; ● the geographic distribution of our sales; ● our responses to price competition; ● general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; ● changes in interest rates that affect returns on our cash balances and short-term investments; ● changes in dollar-shekel exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; and ● the level of research and development activities by our company.
We anticipate that our expenses will increase substantially if and as we: ● continue the development of our products; ● establish a sales, marketing, distribution and technical support infrastructure to commercialize our products; 2 ● seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; ● seek to maintain, protect, and expand our intellectual property portfolio; ● seek to attract and retain skilled personnel; and ● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts.
We anticipate that our expenses will increase substantially if and as we: ● continue the development of our products; ● establish a sales, marketing, distribution and technical support infrastructure to commercialize our products; ● seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; ● seek to maintain, protect, and expand our intellectual property portfolio; ● seek to attract and retain skilled personnel; and ● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts.
Our reliance on a single or limited number of vendors involves several risks, including: 7 ● potential shortages of some key components; ● product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; ● discontinuation of a product on which we rely; ● potential insolvency of these vendors; and ● reduced control over delivery schedules, manufacturing capabilities, quality and costs.
Our reliance on a single or limited number of vendors involves several risks, including: ● potential shortages of some key components; ● product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; ● discontinuation of a product on which we rely; ● potential insolvency of these vendors; and ● reduced control over delivery schedules, manufacturing capabilities, quality and costs.
No assurances can be given that a license will be available on commercially reasonable terms, if at all. It is also possible that we have failed to identify relevant third-party patents or applications. For example, certain U.S. patent applications that will not be filed outside the United States remain confidential until patents issue.
No assurances can be given that a license will be available on commercially reasonable terms, if at all. 10 It is also possible that we have failed to identify relevant third-party patents or applications. For example, certain U.S. patent applications that will not be filed outside the United States remain confidential until patents issue.
Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. 11 Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
See “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Companies” for additional information. 15 ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.
See “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Companies” for additional information. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.
Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations. Furthermore, the automotive industry in general is subject to litigation claims due to the nature of personal injuries that result from traffic accidents.
Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations. 3 Furthermore, the automotive industry in general is subject to litigation claims due to the nature of personal injuries that result from traffic accidents.
As a result of this adoption, our financial statements may not be comparable to companies that comply with the public company effective date; and ● any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
As a result of this adoption, our financial statements may not be comparable to companies that comply with the public company effective date; and 13 ● any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
We are already investing time and efforts in order to study the global quality and regulations requirements, but we cannot assure, at this time, that we will be able to meet the regulations requirements on time. Our products are cost sensitive and subject to customers’ aggressive target costs.
We are already investing time and efforts in order to study the global quality and regulations requirements, but we cannot assure, at this time, that we will be able to meet the regulations requirements on time. 8 Our products are cost sensitive and subject to customers’ aggressive target costs.
The outcome following legal assertions of invalidity and unenforceability is unpredictable. Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to our patent or patent applications or those of our licensors.
The outcome following legal assertions of invalidity and unenforceability is unpredictable. 11 Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to our patent or patent applications or those of our licensors.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 12 We may not be able to protect our intellectual property rights throughout the world.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. We may not be able to protect our intellectual property rights throughout the world.
As a result, any of our products may be rendered obsolete or uneconomical by our or others’ technological advances. 5 We may not be able to successfully manage our planned growth and expansion. We expect to continue to make investments in our products in development.
As a result, any of our products may be rendered obsolete or uneconomical by our or others’ technological advances. We may not be able to successfully manage our planned growth and expansion. We expect to continue to make investments in our products in development.
Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2022, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard.
Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for 2023, and we do not expect to become a PFIC in the future, although there can be no assurance in this regard.
We may be required to pay penalties in addition to repayment of the grants. Magna’s research and development efforts related to the technology assigned to Foresight Automotive have been financed in part through royalty-bearing grants in an aggregate amount of approximately $603,000 received from the Israel Innovation Authority, or the IIA, as of December 31, 2022.
We may be required to pay penalties in addition to repayment of the grants. Magna’s research and development efforts related to the technology assigned to Foresight Automotive have been financed in part through royalty-bearing grants in an aggregate amount of approximately $620,000 received from the Israel Innovation Authority, or the IIA, as of December 31, 2023.
We aim to sell our products to automotive manufacturers, heavy and agricultural equipment manufacturers that incorporate ADAS, semi-autonomous and autonomous technologies in their automobiles and/or equipment and other companies that market or develop component parts of these systems. Many of our competitors have extensive track records and relationships within the automotive industry.
We aim to sell our products to automotive manufacturers, heavy, agricultural, defense and security equipment manufacturers that incorporate ADAS, semi-autonomous and autonomous technologies in their automobiles and/or equipment and other companies that market or develop component parts of these systems. Many of our competitors have extensive track records and relationships within the these industries.
Our employees and consultants in Israel, including members of our senior management, may be obligated to perform one month, and in some cases longer periods, of military reserve duty until they reach the age of 40 (or older, for citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, may be called to active duty.
Our employees and consultants in Israel, including members of our senior management, may be obligated to perform one month, and in some cases longer periods, of military reserve duty until they reach the age of 40 (or older, for citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, such as the latest Israel-Hamas war, may be called to active duty.
Our ability to generate future revenue from product sales depends heavily on our success in many areas, including but not limited to: ● completing development of our products; ● establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products to support market demand for our products; ● launching and commercializing products, either directly or with a collaborator or distributor; ● addressing any competing technological and market developments; ● identifying, assessing, acquiring and/or developing new products; ● negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter; ● maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how; and ● attracting, hiring and retaining qualified personnel.
Our ability to generate future revenue from product sales depends heavily on our success in many areas, including but not limited to: ● completing development of our products; ● establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products to support market demand for our products; ● launching and commercializing products, either directly or with a collaborator or distributor; ● addressing any competing technological and market developments; ● identifying, assessing, acquiring and/or developing new products; ● negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter; ● maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how; and ● attracting, hiring and retaining qualified personnel. 2 We expect that we will need to raise substantial additional capital before we can expect to become profitable from sales of our products.
Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.
Parties with whom we do business may be disinclined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.
In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of our officers, directors, employees and consultants.
In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. In light of the Israel-Hamas war, it is likely that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of our officers, directors, employees and consultants.
Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East.
Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East, including the Israel-Hamas war.
To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims, damage to our reputation, regulatory investigations and redresses, and penalties and liabilities.
To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims, damage to our reputation, regulatory investigations and redresses, and penalties and liabilities. See, “ Item 16K – Cybersecurity ” for additional information.
Eye-Net Mobile has a growing portfolio of one granted U.S. patent, three U.S. provisional patent applications, one full application with the Israeli Patent Office and one application in Europe.
Eye-Net Mobile has a portfolio of one granted U.S. patent, four PCT applications, one full application with the Israeli Patent Office and one application in Europe.
Accordingly, we will face significant operational risks from doing business internationally, including: ● fluctuations in foreign currency exchange rates; ● potentially longer sales and payment cycles; ● potentially greater difficulties in collecting accounts receivable; ● potentially adverse tax consequences; ● reduced protection of intellectual property rights in certain countries, particularly in Asia and South America; ● difficulties in staffing and managing foreign operations; ● laws and business practices favoring local competition; ● costs and difficulties of customizing products for foreign countries; ● compliance with a wide variety of complex foreign laws, treaties and regulations; 8 ● an outbreak of a contagious disease, such as coronavirus, which may cause us, third party vendors and manufacturers and/or customers to temporarily suspend our or their respective operations in the affected city or country; ● export license constraints or restrictions due to the unique technology of our products, some of which are dual use (defense and industry); ● tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and ● being subject to the laws, regulations and the court systems of many jurisdictions.
Accordingly, we will face significant operational risks from doing business internationally, including: ● fluctuations in foreign currency exchange rates; ● potentially longer sales and payment cycles; ● potentially greater difficulties in collecting accounts receivable; ● potentially adverse tax consequences; 7 ● reduced protection of intellectual property rights in certain countries, particularly in Asia and South America; ● difficulties in staffing and managing foreign operations; ● laws and business practices favoring local competition; ● costs and difficulties of customizing products for foreign countries; ● compliance with a wide variety of complex foreign laws, treaties and regulations; ● export license constraints or restrictions due to the unique technology of our products, some of which are dual use (defense and industry); ● tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and ● being subject to the laws, regulations and the court systems of many jurisdictions.
We expect that we will require substantial additional capital to commercialize our products. 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.
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.
Even if we are able to complete the development of our products in development, our ability to compete in the ADAS, semi-autonomous and autonomous vehicle markets will depend, in large part, on our future success in enhancing our existing products and developing new solutions that will address the varied needs of prospective end-users, and respond to technological advances and industry standards and practices on a cost-effective and timely basis to otherwise gain market acceptance.
Even if we are able to complete the development of our products in development, our ability to compete in the ADAS, semi-autonomous and autonomous vehicle markets will depend, in large part, on our future success in enhancing our existing products and developing new solutions that will address the varied needs of prospective end-users, and respond to technological advances and industry standards and practices on a cost-effective and timely basis to otherwise gain market acceptance. 4 Even if we successfully introduce our existing products in development, it is likely that new solutions and technologies that we develop will eventually supplant our existing solutions or that our competitors will create solutions that will replace our solutions.
It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. 10 Foresight Automotive has a growing portfolio of three granted U.S. patents and four pending U.S. non-provisional applications, two granted patents with the Israeli Patent Office, one granted patent and five full applications in China, one of which has been allowed, six applications in Europe, four applications in Japan, and one PCT application.
It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. 9 Foresight Automotive has a portfolio of four granted U.S. non-provisional applications, two granted patents with the Israeli Patent Office, two granted patent and four full applications in China, six applications in Europe, four applications in Japan, and one Patent Cooperation Treaty (“PCT”) application.
We may not be able to introduce products acceptable to customers and we may not be able to improve the technology used in our current solutions in response to changing technology and end-user needs.
We may not be able to introduce products acceptable to customers and we may not be able to improve the technology used in our current solutions in response to new regulations, automotive market standards and end-user needs.
If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different results than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different results than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing. 15 Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel We are exposed to fluctuations in currency exchange rates.
Since the date of the Merger, and as of December 31, 2022, we have incurred net losses of approximately $101.5 million. We have devoted substantially all of our financial resources to develop our products. We have financed our operations primarily through the issuance of equity securities.
Since the date of the Merger, and as of December 31, 2023, we have incurred net losses of approximately $119,890,000. 1 We have devoted substantially all of our financial resources to develop our products. We have financed our operations primarily through the issuance of equity securities.
Therefore, we are exposed to currency exchange fluctuations in other currencies, particularly in NIS and the risks related thereto. Our primary expenses paid in NIS are employee salaries, fees for consultants and subcontractors and lease payments on our Israeli facilities. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.
Our primary expenses paid in NIS are employee salaries, fees for consultants and subcontractors and lease payments on our Israeli facilities. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.
We expect that we will need to raise substantial additional capital before we can expect to become profitable from sales of our products. This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations. We expect that we will require substantial additional capital to commercialize our products.
Our future capital requirements will depend on many factors, including but not limited to: ● the scope, rate of progress, results and cost of product development, and other related activities; ● the cost of establishing commercial supplies of our products; ● the cost and timing of establishing sales, marketing, and distribution capabilities; and ● the terms and timing of any collaborative, licensing, and other arrangements that we may establish. 3 Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products.
Our future capital requirements will depend on many factors, including but not limited to: ● the scope, rate of progress, results and cost of product development, and other related activities; ● the cost of establishing commercial supplies of our products; ● the cost and timing of establishing sales, marketing, and distribution capabilities; and ● the terms and timing of any collaborative, licensing, and other arrangements that we may establish.
The Chinese legal system is based on written statutes and their legal interpretation by the Standing Committee of the National People’s Congress. Prior court decisions may be cited for reference but have limited precedential value.
As a result, we may engage in a substantial amount of business in China in the future. The Chinese legal system is based on written statutes and their legal interpretation by the Standing Committee of the National People’s Congress. Prior court decisions may be cited for reference but have limited precedential value.
The automotive regulations are dynamic and changing and effected by the final customer quality requirements as well. Even if we are successful in completing the development of our products, our failure to comply with the different types of regulations and requirements could delay the transfer to production schedule and eventually time to market.
Even if we are successful in completing the development of our products, our failure to comply with the different types of regulations and requirements could delay the transfer to production schedule and eventually time to market.
Moreover, certain of our competitors or other technology businesses may seek to hire our employees. The inability to recruit and retain qualified personnel, or the loss of the services of our executive officers, without proper replacement, may impede the progress of our development and commercialization objectives.
The inability to recruit and retain qualified personnel, or the loss of the services of our executive officers, without proper replacement, may impede the progress of our development and commercialization objectives.
Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel We are exposed to fluctuations in currency exchange rates. A major portion of our business is conducted, and a material portion of our operating expenses is incurred, outside the United States, mainly in NIS.
A major portion of our business is conducted, and a material portion of our operating expenses is incurred, outside the United States, mainly in NIS. Therefore, we are exposed to currency exchange fluctuations in other currencies, particularly in NIS and the risks related thereto.
Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future. 16 Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
Depending on the terms under which we supply our products, an auto manufacturer or other ADAS developers to whom we sell our software may hold us responsible for some or all of the entire repair or replacement costs of these products. 4 Our future success depends in part on our ability to retain our executive officers and to attract, retain and motivate other qualified personnel.
Depending on the terms under which we supply our products, an auto manufacturer or other ADAS developers to whom we sell our software may hold us responsible for some or all of the entire repair or replacement costs of these products.
As of March 20, 2023, our principal shareholders, officers and directors beneficially own approximately 11.97% of our Ordinary Shares. This significant concentration of share ownership may adversely affect the trading price for our Ordinary Shares because investors often perceive disadvantages in owning shares in companies with controlling shareholders.
This significant concentration of share ownership may adversely affect the trading price for our Ordinary Shares because investors often perceive disadvantages in owning shares in companies with controlling shareholders.
We may be a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of the ADSs or our Ordinary Shares if we are or were to become a PFIC.
There generally would be negative tax consequences for U.S. taxpayers that are holders of the ADSs or our Ordinary Shares if we are or were to become a PFIC.
Risks Related to the Ownership of the ADSs or Our Ordinary Shares Our principal shareholders, officers and directors beneficially own over 11.97% of our outstanding Ordinary Shares. They will therefore be able to exert significant control over matters submitted to our shareholders for approval.
They will therefore be able to exert significant control over matters submitted to our shareholders for approval. As of March 21, 2024, our principal shareholders, officers and directors beneficially own approximately 11.55% of our Ordinary Shares.
While we do not currently, we may conduct a substantial amount of business in China. The legal system in China has inherent uncertainties that could have a material adverse effect on our business, financial condition and results of operations.
We may conduct a substantial amount of business in China. The legal system in China has inherent uncertainties that could have a material adverse effect on our business, financial condition and results of operations. We have been conducting proof of concept, or POC, projects in China and have established a subsidiary in China for these purposes.
If our relationships with suppliers for our products and services were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted. Our products depend on certain third-party technology and we purchase component parts that are used in our products from third-party suppliers, some of whom may compete with us.
Our products depend on certain third-party technology and we purchase component parts that are used in our products from third-party suppliers, some of whom may compete with us.
Any losses or damages incurred by us could have a material adverse effect on our business. Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies.
Any losses or damages incurred by us could have a material adverse effect on our business. The State of Israel and Israeli companies have been the subject of boycotts, divestment and sanctions in the past from state and non-state actors. Similarly, Israeli corporations are limited in conducting business with entities from several countries.
Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). We cannot assure you that we will be able to maintain a competitive position or to compete successfully against current and future sources of competition.
Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise).
Any such delisting may also severely complicate trading of our Ordinary Shares by our shareholders, or prevent them from re-selling their Ordinary Shares at/or above the price they paid. 14 As a “foreign private issuer” we are permitted to and follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
As a “foreign private issuer” we are permitted to and follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.
Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.
In addition, in the capacity as a holder of ADSs, they will not be able to call a shareholders’ meeting unless they first withdraw their Ordinary Shares from the ADS program and convert them into the underlying Ordinary Shares held in the Israeli market in order to allow them to submit to us a request to call a meeting with respect to any specific matter, in accordance with the applicable provisions of the Israeli Companies Law 5759-1999, or the Companies Law, and our amended and restated articles of association. 13 The Jumpstart Our Business Startups Act, or the JOBS Act, allows us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the Securities and Exchange Commission, or the SEC, which could undermine investor confidence in our company and adversely affect the market price of the ADSs or our Ordinary Shares.
In addition, in the capacity as a holder of ADSs, they will not be able to call a shareholders’ meeting unless they first withdraw their Ordinary Shares from the ADS program and convert them into the underlying Ordinary Shares held in the Israeli market in order to allow them to submit to us a request to call a meeting with respect to any specific matter, in accordance with the applicable provisions of the Israeli Companies Law 5759-1999, or the Companies Law, and our amended and restated articles of association.
In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected.
In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future.
Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel. Our executive offices and research and development facilities are located in Israel. In addition, all of our key employees, officers and directors are residents of Israel.
Our executive offices and research and development facilities are located in Israel. In addition, all of our key employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business.
Ongoing and revived hostilities or other Israeli political or economic factors, such as, an interruption of operations at the Tel Aviv airport, could prevent or delay shipments of our components or products. 17 Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and the market price of our Ordinary Shares, and could make it more difficult for us to raise capital.
Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and could make it more difficult for us to raise capital.
We could also experience business interruption, information theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers. Our systems have been, and are expected to continue to be, the target of malware and other cyber-attacks.
A significant invasion, interruption, destruction or breakdown of our information technology systems and/or infrastructure by persons with authorized or unauthorized access could negatively impact our business and operations. We could also experience business interruption, information theft and/or reputational damage from cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers.
Although we have invested in measures to reduce these risks, we cannot assure you that these measures will be successful in preventing compromise and/or disruption of our information technology systems and related data. 9 Our products will be subject to automotive regulations due to the global quality requirements, which could prevent us from marketing our products to vehicle manufacturers.
Our systems have been, and are expected to continue to be, the target of malware and other cyber-attacks. Although we have invested in measures to reduce these risks, we cannot assure you that these measures will be successful in preventing compromise and/or disruption of our information technology systems and related data.
In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.
Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all.
There is currently a shortage of skilled personnel in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition in the industry in which we operate.
Recruiting and retaining qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of skilled personnel in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high.
We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to monitor and enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or foreign court.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or foreign court. 16 Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them.
Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of our business and adversely affect our operating results. We may face business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.
Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of our business and adversely affect our operating results. Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
We are highly dependent on the services of Mr. Haim Siboni. The loss of his services without proper replacement may adversely impact the achievement of our objectives. Mr. Siboni may leave our employment at any time subject to contractual notice periods, as applicable.
Our future success depends in part on our ability to retain our executive officers and to attract, retain and motivate other qualified personnel. We are highly dependent on the services of Mr. Haim Siboni. The loss of his services without proper replacement may adversely impact the achievement of our objectives. Mr.
Also, our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our software engineers and computer vision professionals. Recruiting and retaining qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also be critical to our success.
Siboni may leave our employment at any time subject to contractual notice periods, as applicable. Also, our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our software engineers and computer vision professionals.
Removed
We maintain our cash at financial institutions, some in balances that exceed federally insured limits. A small portion of our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits.
Added
We may not be able to attract and retain personnel on acceptable terms given the competition in the industry in which we operate. Moreover, certain of our competitors or other technology businesses may seek to hire our employees.
Removed
If such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance limitations.
Added
We cannot assure you that we will be able to maintain a competitive position or to compete successfully against current and future sources of competition. 6 If our relationships with suppliers for our products and services were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted.
Removed
The FDIC took control of one such banking institution, Silicon Valley Bank, or SVB, on March 10, 2023, in which we held funds in certain accounts and as a result, we stood to lose approximately $0.6 million. The FDIC also took control of Signature Bank on March 12, 2023, though we do not hold any accounts at this bank.
Added
See, “ Item 16K – Cybersecurity ” for additional information. Our products will be subject to automotive regulations due to the global quality requirements, which could prevent us from marketing our products to vehicle manufacturers. The automotive regulations are dynamic and changing and effected by the final customer quality requirements as well.
Removed
On March 13, 2023, the U.S. Federal Reserve announced that account holders would not bear the loss of SVB’s collapse and since that time, we have been able to make payments and move all of the funds held in SVB to other banks in the United States Thus, we do not view the risk as material to our financial condition.
Added
Accordingly, our efforts to monitor and enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. 12 Risks Related to the Ownership of the ADSs or Our Ordinary Shares Our principal shareholders, officers and directors beneficially own over 11.55% of our outstanding Ordinary Shares.
Removed
However, as the FDIC continues to address the situation with SVB, Signature Bank and other similarly situated banking institutions, the risk of loss in excess of insurance limitations has generally increased.
Added
The Jumpstart Our Business Startups Act, or the JOBS Act, allows us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the Securities and Exchange Commission, or the SEC, which could undermine investor confidence in our company and adversely affect the market price of the ADSs or our Ordinary Shares.
Removed
Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments and may require us to move our accounts to other banks, which could cause a temporary delay in making payments to our vendors and employees and cause other operational inconveniences.
Added
These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor. 14 We may be a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year.
Removed
Even if we successfully introduce our existing products in development, it is likely that new solutions and technologies that we develop will eventually supplant our existing solutions or that our competitors will create solutions that will replace our solutions.
Added
Ongoing and revived hostilities or other Israeli political or economic factors, such as, an interruption of operations at the Tel Aviv airport, could prevent or delay shipments of our components or products.
Removed
We have been impacted by the COVID-19 pandemic, and we cannot predict the future impacts the COVID-19 pandemic, including the emergence of new strains such as the Omicron or Delta variant, may have on its business, results of operations and financial condition.
Added
These actions could expand in number and scope and may have an adverse impact on our operating results, financial condition or the expansion of our business. On October 7, 2023, Hamas terrorists infiltrated Israel’s border with the Gaza Strip and conducted a series of attacks on civilian and military targets.
Removed
While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. At this time, the pandemic has caused states of emergency to be declared in various countries, including China, where we have significant operations.
Added
Hamas has also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks have resulted in extensive deaths, injuries and kidnapping.
Removed
If travel restrictions or quarantines are reimposed in China or globally, various institutions and companies may be closed, which would impact our operations.
Added
Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

98 edited+47 added−91 removed110 unchanged
Use of our automatic calibration solution allows stereoscopic camera-based safety systems to generate an accurate depth map of the environment, detect any object and understand what is present on the road.
The use of our automatic calibration solution allows stereoscopic camera-based safety systems to generate an accurate depth map of the environment, detect any object and understand what is present on the road.
Key benefits of the Mono2Stereo solution include: ● It has an additional safety layer ✓ Enhances overall probability of detection and can also serve as a redundancy layer for mono detection ● It uses existing hardware to create 3D stereo perception by: ✓ Using the overlapping area of existing mono cameras dedicated for independent applications ✓ Supporting cameras with different fields of view, or FOV, and resolution ✓ Supporting any camera location and positioning 26 ● Software-based solution ✓ Improves existing systems, functionality level up to level 2+ ✓ Software library and API for quick and simple integration ✓ Can be customized per customer requirements ● Can be used for a variety of applications such as parking assist, traffic jam assist, etc. ✓ Preventative and proactive actions not just warning applications ● Flexible cost model based on software license Generating 3D stereo perception from 2 separate mono cameras with different fields of view ScaleCam™ - Separated Stereo Cameras Solution Stereoscopic vision systems must maintain continuous calibration at all times in order to ensure distance accuracy.
Key benefits of the Mono2Stereo solution include: ● It has an additional safety layer ✓ Enhances overall probability of detection and can also serve as a redundancy layer for mono detection 26 ● It uses existing hardware to create 3D stereo perception by: ✓ Using the overlapping area of existing mono cameras dedicated for independent applications ✓ Supporting cameras with different fields of view, or FOV, and resolution ✓ Supporting any camera location and positioning ● Software-based solution ✓ Improves existing systems, functionality level up to level 2+ ✓ Software library and API for quick and simple integration ✓ Can be customized per customer requirements ● Can be used for a variety of applications such as parking assist, traffic jam assist, etc. ✓ Preventative and proactive actions not just warning applications ● Flexible cost model based on software license Generating 3D stereo perception from 2 separate mono cameras with different fields of view 27 ScaleCam™ - Separated Stereo Cameras Solution Stereoscopic vision systems must maintain continuous calibration at all times in order to ensure distance accuracy.
Features (Current and Future): ● Side aspect collisions alerts ● Awareness notifications (“car brakes ahead”, “cyclists ahead”) ● Community Stats ● Multi-User tracker: Analyzes & classifies all users in the vicinity of the vehicle ● Offers automatic emergency call ● Activity report ● Collision “black-box” – automatic report generation in case of a collision ● “Where is my car?”: Real-time visibility about the vehicle location Unique Characteristics: ● Multi-User Tracker Analyzes & classifies all users in the vicinity of the vehicle. ● Side Impact Alerts Identifies threats outside the field of view. ● Harsh weather Works under all weather and lighting conditions. ● Accurate Exceptionally accurate design with near zero false alerts. ● GDPR Compliant Anonymous service.
Features (Current and Future): ● Side aspect collisions alerts ● Awareness notifications (“car brakes ahead”, “cyclists ahead”) ● Community Stats ● Multi-User tracker: Analyzes & classifies all users in the vicinity of the vehicle ● Offers automatic emergency call ● Activity report ● Collision “black-box” – automatic report generation in case of a collision ● “Where is my car?”: Real-time visibility about the vehicle location Unique Characteristics: ● Multi-User Tracker Analyzes & classifies all users in the vicinity of the vehicle. ● Side Impact Alerts Identifies threats outside the field of view. ● Harsh weather Works under all weather and lighting conditions. ● Accurate Exceptionally accurate design with near zero false alerts. ● GDPR Compliant 39 Anonymous service.
Eye-Net alerts the driver and other vulnerable road users (pedestrians, cyclists, scooter drivers) that have no available real-time safety aids about oncoming vehicles and allows them to take an active part in preventing accidents. ● While conventional ADAS sensor performance is compromised by harsh weather conditions (snow, fog, rain, etc.), Eye-Net uses robust cellular infrastructure that is not affected by any weather or lighting conditions, thus allowing uninterrupted operation and continuous road-user protection. 2.
Eye-Net alerts the driver and other vulnerable road users (pedestrians, cyclists, scooter drivers) that have no available real-time safety aids about oncoming vehicles and allows them to take an active part in preventing accidents. ● While conventional ADAS sensor performance is compromised by harsh weather conditions (snow, fog, rain, etc.), Eye-Net uses robust cellular infrastructure that is not affected by any weather or lighting conditions, thus allowing uninterrupted operation and continuous road-user protection. 38 2.
Foresight’s passive, non-emitting sensors are a perfect fit for airport vehicles that employ autonomous systems in sensor-filled environments and can benefit from non-interfering solutions. DynamiCal™ - Automatic Calibration Solution Stereoscopic vision systems require continuous camera calibration in order to create an accurate stereoscopic 3D perception. External factors, such as small vibrations or temperature changes, trigger miscalibration.
Foresight’s passive, non-emitting sensors are a perfect fit for airport vehicles that employ autonomous systems in sensor-filled environments and can benefit from non-interfering solutions. 29 DynamiCal™ - Automatic Calibration Solution Stereoscopic vision systems require continuous camera calibration in order to create an accurate stereoscopic 3D perception. External factors, such as small vibrations or temperature changes, trigger miscalibration.
Cars equipped with in-vehicle infotainment systems, head-up display units (HUD) advanced dashcams, can be integrated with beyond line-of-sight warning capability enhance all-around protection for drivers, passengers, and pedestrians. Mobile Network Operators and cellular providers The interconnection of vehicles, micro mobility devices, infrastructure and vulnerable road users represents a unique opportunity for mobile network operators to enhance road safety.
Cars equipped with in-vehicle infotainment systems, head-up display units (HUD) advanced dashcams, can be integrated with beyond line-of-sight warning capability enhance all-around protection for drivers, passengers, and pedestrians. 40 Mobile Network Operators and cellular providers The interconnection of vehicles, micro mobility devices, infrastructure and vulnerable road users represents a unique opportunity for mobile network operators to enhance road safety.
Our offices and research and development facilities are located at the Science Industrial Park in Ness Ziona, Israel, where we currently occupy approximately 15,000 square feet. We lease our facilities, and our leases end on March 31, 2024 and December 15, 2024. Both of our leases have an extension option for additional 3 year periods.
Our offices and research and development facilities are located at the Science Industrial Park in Ness Ziona, Israel, where we currently occupy approximately 15,000 square feet. We lease our facilities, and our leases end on March 31, 2027 and December 15, 2024. Both of our leases have an extension option for additional 3-year periods.
The parties will work together to develop a breakthrough solution capable of detecting when a single camera’s position has changed as well as providing real-time correction of the camera’s position while the vehicle is in motion, through the use of our proprietary software. 36 To the best of our knowledge, no existing solution is able to resolve these miscalibration issues.
The parties will work together to develop a breakthrough solution capable of detecting when a single camera’s position has changed as well as providing real-time correction of the camera’s position while the vehicle is in motion, through the use of our proprietary software. To the best of our knowledge, no existing solution is able to resolve these miscalibration issues.
As a result, the QuadSight solution does not interfere with other systems and is hazard-free. 28 We believe that our QuadSight multispectral vision solution is the key component that will solve the two main challenges of detecting any obstacle and allowing autonomous vehicles to safely endure extreme weather and lighting conditions.
As a result, the QuadSight solution does not interfere with other systems and is hazard-free. We believe that our QuadSight multispectral vision solution is the key component that will solve the two main challenges of detecting any obstacle and allowing autonomous vehicles to safely endure extreme weather and lighting conditions.
Furthermore, we are presently engaged in multiple POC projects with leading OEMs and Tier One suppliers in Japan, Europe and China. We have successfully completed a development project for a customized 3D perception solution to meet the requirements of the Israeli Defense Forces, or IDF.
Furthermore, we are presently engaged in multiple POC projects with leading OEMs and Tier One suppliers in Japan, Europe and China. Additionally, we have successfully completed a development project for a customized 3D perception solution to meet the requirements of the Israeli Defense Forces, or IDF.
This solution increases distance accuracy at long ranges, allows detection of any type of obstacle, and improves the safety and robustness of the manufacturer’s driver assistance system. In February 2023, our QuadSight stereovision solution was recognized as a significant technological breakthrough by Israel’s Ministry of Defense.
This solution increases distance accuracy at long ranges, allows detection of any type of obstacle, and improves the safety and robustness of the manufacturer’s driver assistance system. 33 In February 2023, our QuadSight stereovision solution was recognized as a significant technological breakthrough by Israel’s Ministry of Defense.
Calibrated depth map using Foresight’s DynamiCal automatic calibration solution Real scene captured by visible-light cameras Percept3D™ – 3D point cloud solution Point cloud provides 3D raw data that can be used for obstacle detection, terrain analysis and autonomous vehicle sensor fusion.
Calibrated depth map using Foresight’s DynamiCal automatic calibration solution Real scene captured by visible-light cameras 30 Percept3D™ – 3D point cloud solution Point cloud provides 3D raw data that can be used for obstacle detection, terrain analysis and autonomous vehicle sensor fusion.
The use of stereoscopic technology is designed to offer a non-emitting and cost-effective solution for generating a high-resolution point cloud. 30 Our Percept3D point cloud solution provides rich and accurate per pixel information that enables precise object detection.
The use of stereoscopic technology is designed to offer a non-emitting and cost-effective solution for generating a high-resolution point cloud. Our Percept3D point cloud solution provides rich and accurate per pixel information that enables precise object detection.
We expect that the services provided by Magna will decrease as we hire additional employees and expand our in-house capabilities. 47 Grants from the Israel Innovation Authority Our research and development efforts are financed in part through royalty-bearing grants from the IIA.
We expect that the services provided by Magna will decrease as we hire additional employees and expand our in-house capabilities. Grants from the Israel Innovation Authority Our research and development efforts are financed in part through royalty-bearing grants from the IIA.
Revenue from POC projects is approximately $100,000. ● Co-development project - Once a POC project has been successfully completed, we may enter into a co-development project with the customer, in which our technology is customized to meet the specific requirements of the specific customer.
Revenue from POC projects is approximately $100,000. 31 ● Co-development project – once a POC project has been successfully completed, we may enter into a co-development project with the customer, in which our technology is customized to meet the specific requirements of the specific customer.
We do not believe that these requirements will materially restrict us in any way. C. Organizational Structure. Magna B.S.P. Ltd., a private company incorporated in Israel, holds approximately 7.35% of our issued and outstanding share capital as of the date of this annual report on Form 20-F. We currently have two wholly-owned subsidiaries: Foresight Automotive and Eye-Net Mobile.
We do not believe that these requirements will materially restrict us in any way. C. Organizational Structure. Magna B.S.P. Ltd., a private company incorporated in Israel, holds approximately 7.57% of our issued and outstanding share capital as of the date of this annual report on Form 20-F. We currently have two wholly-owned subsidiaries: Foresight Automotive and Eye-Net Mobile.
Our 3D vision-based solution meets both sensing and processing requirements of the autonomous solution. 23 In the race towards achieving full autonomy, the automotive industry is facing many technological challenges.
Our 3D vision-based solution meets both sensing and processing requirements of the autonomous solution. In the race towards achieving full autonomy, the automotive industry is facing many technological challenges.
The market is projected to increase from an estimated $30.9 billion in 2022 to $65.1 billion by 2030, registering a compound annual growth rate, or CAGR of 9.7%. This growth is attributed to increasing demand for road safety and strong government support, which has prompted leading vehicle manufacturers to invest in the development of ADAS systems.
The market is projected to increase from an estimated $30.9 billion in 2022 to $65.1 billion by 2030, registering a compound annual growth rate, or CAGR of 9.7%. This growth is attributable to increasing demand for road safety and strong government support, which has prompted leading vehicle manufacturers to invest in the development of ADAS systems.
In September 2022, Eye-Net Mobile signed a five-year commercial cooperation agreement with Pango Pay & Go Ltd., or Pango. Pango is the developer of the leading mobility-as-a-service parking, vehicle, road services and payment application in Israel. Pursuant to the agreement, the parties will cooperate to integrate Eye-Net™ Protect products into Pango’s app as an SDK.
(AMS: LIGHT). In September 2022, Eye-Net Mobile signed a five-year commercial cooperation agreement with Pango Pay & Go Ltd., or Pango. Pango is the developer of the leading mobility-as-a-service parking, vehicle, road services and payment application in Israel. Pursuant to the agreement, the parties will cooperate to integrate Eye-Net™ Protect products into Pango’s app as an SDK.
Through Foresight Automotive, we have a development services agreement with Magna, pursuant to which Magna provides Foresight Automotive with software development services in consideration of monthly payments at agreed upon rates for each of Magna’s employees, not to exceed the aggregate monthly consideration of NIS 235,000 plus VAT.
Through Foresight Automotive, we have a development services agreement with Magna, pursuant to which Magna provides Foresight Automotive with software development services in consideration of monthly payments at agreed upon rates for each of Magna’s employees, not to exceed the aggregate monthly consideration of NIS 70,000, plus VAT.
Autonomous driving is based on three main pillars: sensory, processing, and execution. ● Sensory – Achieved by using different sensory technologies, including cameras, ultrasonic sensors, radars, and LiDARs. For partial autonomous solutions, vehicle manufacturers are using cameras, radars, and ultrasonic sensors.
Autonomous driving is based on three main pillars: sensory, processing, and execution. ● Sensory – Achieved by using different sensory technologies, including cameras, ultrasonic sensors, radars, and LiDAR’s. For partial autonomous solutions, vehicle manufacturers are using cameras, radars, and ultrasonic sensors.
In February 2022, we announced that we will customize products and solutions for a leading Israeli defense integrator, Elbit Systems. We developed a customized 3D perception solution to meet the requirements of Elbit Systems’ end-customer, the IDF. Total revenue from the project amounted to approximately $220,000 during 2022.
In February 2022, we announced that we will customize products and solutions for a leading Israeli defense integrator, Elbit. We developed a customized 3D perception solution to meet the requirements of Elbit’s end-customer, the IDF. Total revenue from the project amounted to approximately $220,000 during 2022.
In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. In 2022, 2021 and 2020, our capital expenditures amounted to $313,000, $235,000 and $50,000, respectively.
In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. In 2023, 2022 and 2021, our capital expenditures amounted to $124,000, $313,000 and $235,000, respectively.
However, when registration of our trademarks is perfected, we expect that the danger of any such adverse occurrence will be minimized or avoided entirely. Research and Development For the years ended December 31, 2022, 2021 and 2020, we incurred approximately $11,534,000, $10,170,000 and $8,563,000, respectively, of research and development expenses, net.
However, when registration of our trademarks is perfected, we expect that the danger of any such adverse occurrence will be minimized or avoided entirely. Research and Development For the years ended December 31, 2023, 2022 and 2021, we incurred approximately $11,587,000, $11,534,000 and $10,170,000, respectively, of research and development expenses, net.
As of December 31, 2022, we have received the aggregate amount of approximately $603,000 from the IIA for the development of our technology. With respect to such grants, we are committed to pay certain royalties up to the total grant amount.
As of December 31, 2023, we have received the aggregate amount of approximately $620,000 from the IIA for the development of our technology. With respect to such grants, we are committed to pay certain royalties up to the total grant amount.
In February 2022, Eye-Net Mobile was one of five winners selected by the Paris2Connect consortium to participate in an urban mobility experiment to take place in Paris’ Urban Innovation District. The Paris2Connect consortium includes Nokia (HEL: NOKIA), ATC France (a subsidiary of American Tower Corporation), Aximum, RATP Group, and Signify N.V. (AMS: LIGHT).
In 2022, Eye-Net Mobile achieved the following significant milestones: In February 2022, Eye-Net Mobile was one of five winners selected by the Paris2Connect consortium to participate in an urban mobility experiment to take place in Paris’ Urban Innovation District. The Paris2Connect consortium includes Nokia (HEL: NOKIA), ATC France (a subsidiary of American Tower Corporation), Aximum, RATP Group, and Signify N.V.
The increasing demand for real-time traffic and incident alerts that help to increase public safety of both drivers and vulnerable road users is driving the growth of the automotive V2X market in automated driver assistance systems and in location-based applications and services. 37 Furthermore, growing smartphone adoption rates and worldwide infrastructure developments support market growth as 80.69 percent of the world’s population owns a smartphone and enjoys a wide deployment of 5G networks and cloud servers.
The increasing demand for real-time traffic and incident alerts that help to increase public safety of both drivers and vulnerable road users is driving the growth of the automotive V2X market in automated driver assistance systems and in location-based applications and services. 35 Furthermore, growing smartphone adoption rates and worldwide infrastructure developments support market growth as 85% of the world’s population owns a smartphone and enjoys a wide deployment of cellular networks and cloud servers.
As governments make substantial investments in public transportation, a need arises to provide mobility solutions intended for the last mile - the last leg of a journey from a transportation hub to a final destination - giving rise to increased use of micro-mobility vehicles, such as electric bikes (e-bikes), electric scooters (e-scooters), etc.
As governments make substantial investments in public transportation, a need arises to provide mobility solutions intended for the last mile - the last leg of a journey from a transportation hub to a final destination - giving rise to the increased use of micro-mobility vehicles such as electric bikes (“e-bikes”) and electric scooters (“e-scooters”).
Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business. 46 Foresight Automotive has a growing portfolio of three granted U.S. patents and four pending U.S. non-provisional applications, two granted patents with the Israeli Patent Office, one granted patent and five full applications in China, one of which has been allowed, six applications in Europe, four applications in Japan, and one PCT application.
Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business. 42 Foresight Automotive has a portfolio of four granted U.S. non-provisional applications, two granted patents with the Israeli Patent Office (“IPO”), two granted patents and four full applications in China, six applications in Europe, four applications in Japan, and one PCT application.
The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park, or CIP, a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. D. Property, Plant and Equipment.
The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park (CIP), a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market.
Also, a 2019 publication by Cornell University argues that the accuracy of a stereo camera is superior and can be a viable and low-cost alternative to LiDAR. 22 Camera-based systems are the most intuitive to understand as they are similar to human vision.
Also, a 2019 publication by researchers in the Cornell Computer Science Department argues that the accuracy of a stereo camera is superior and can be a viable and low-cost alternative to LiDAR. Camera-based systems are the most intuitive to understand as they are similar to human vision.
Eye-Net Mobile has a growing portfolio of one granted U.S. patent, three U.S. provisional patent applications, one full application with the Israeli Patent Office and one application in Europe. A provisional patent application is a preliminary application that establishes a priority date for the patenting process for the invention concerned and provides certain provisional patent rights.
Eye-Net Mobile has a portfolio of one granted U.S. patent, four PCT applications, one full application with the IPO and one application in Europe. A provisional patent application is a preliminary application that establishes a priority date for the patenting process for the invention concerned and provides certain provisional patent rights.
Separated cameras require ongoing calibration to optimize distance accuracy. Combined with our DynamiCal auto calibration solution, we are able to compensate for deviations caused by external factors, such as vibrations and temperature changes.
Combined with our DynamiCal auto calibration solution, we are able to compensate for deviations caused by external factors, such as vibrations and temperature changes.
Our monthly rent payment is approximately NIS 142,000 (approximately $38,618).
Our monthly rent payment is approximately NIS 142,000 (approximately $39,000).
In 2021, we identified an opportunity to offer a solution that will enhance existing ADAS systems, and we developed the Mono2Stereo™ software-based solution, which can provide a readily available solution to vehicles equipped with Level 2 and Level 2-plus autonomy systems without the need for additional hardware or changes in the design and architecture of the vehicle.
In 2021, we identified an opportunity to offer a solution that will enhance existing ADAS systems, and we developed the Mono2Stereo™ software-based solution, which can provide a readily available solution to vehicles equipped with Level 2 and Level 2-plus autonomy systems without the need for additional hardware or changes in the design and architecture of the vehicle. 21 Mono2Stereo is a 3D stereo-vision system that improves the performance of existing cameras by utilizing the overlapping views of existing cameras with different fields of view.
Upon the successful integration of Eye-Net™ Protect into Pango’s app, Pango will release an updated version of its app, which will include the integrated SDK configuration of the Eye-Net Protect, to its millions of users in Israel. The updated app will also be available for download on all relevant application stores.
Upon the successful integration of Eye-Net Protect into Pango’s app, Pango will release an updated version of its app, which will include the integrated SDK configuration of the Eye-Net Protect, to its millions of users in Israel.
As of the date of this annual report on Form 20-F, we have performed technological roadshows in the United States, Japan, across Europe and in China, and dozens of demonstrations in Israel and around the world. ● Proof of Concept (POC) project – following technological demonstrations and initial evaluation, the customer may decide to engage in a paid POC project to further evaluate the technology.
To date, we have performed technological roadshows in the United States, Japan, across Europe, South Korea, India and in China, and dozens of demonstrations in Israel and around the world. ● POC project – following technological demonstrations and initial evaluation, the customer may decide to engage in a paid POC project to further evaluate the technology.
A miscalibrated system may lead to inaccurate 3D perception of the environment and affect the decision-making mechanism of any automated system. 29 We have developed DynamiCal - a proprietary automatic calibration software solution designed to ensure that stereo cameras remain calibrated at all times regardless of their configuration or position on a vehicle, in order to create accurate and continuous 3D depth perception.
We have developed DynamiCal – a proprietary automatic calibration software solution designed to ensure that stereo cameras remain calibrated at all times regardless of their configuration or position on a vehicle, in order to create accurate and continuous 3D depth perception.
Eye-Net Protect family of products (Eye-Net Protect, Eye-Net Protect Plus, Eye-Net Protect Pro) provides real-time pre-collision alerts to all road users by using smartphones with SDK configuration installed, relying on existing cellular networks. 39 Features: ● Side aspect collisions alerts ● Awareness notifications (“car brakes ahead,” “cyclists ahead”) ● Community Stats ● Offers automatic emergency call (premium feature). ● Activity report (premium feature) ● Family / Group safety & assistance (premium features) Unique Characteristics: ● Most Road Users Protects most road users (vulnerable & drivers) ● Side Impact Alerts Identifies threats outside the field of view. ● Harsh weather Works under all weather and lighting conditions. ● Accurate Exceptionally accurate design with near zero false alerts. ● GDPR Compliant Anonymous service.
Features: ● Side aspect collisions alerts ● Awareness notifications (“car brakes ahead,” “cyclists ahead”) ● Community Stats ● Offers automatic emergency call (premium feature). ● Activity report (premium feature) ● Family / Group safety & assistance (premium features) Unique Characteristics: ● Most Road Users Protects most road users (vulnerable & drivers) ● Side Impact Alerts Identifies threats outside the field of view. ● Harsh weather 37 Works under all weather and lighting conditions. ● Accurate Exceptionally accurate design with near zero false alerts. ● GDPR Compliant Anonymous service.
Software-based cellular V2X solutions rely on existing infrastructure and do not require special certification. Using intuitive applications for smart devices (such as smartphones, infotainment systems, head up displays, dash cams and ADAS), software-based solutions have a short market penetration cycle.
Using intuitive applications for smart devices (such as smartphones, infotainment systems, head up displays, dash cams and ADAS), software-based solutions have a short market penetration cycle.
We have also signed a commercial agreement with SUNWAY for up to $51 million for the development and supply of obstacle detection systems for driverless vehicles, as well as for ADAS systems for airport ground support vehicles.
To date, we have signed two commercial agreements: (1) a commercial agreement with SUNWAY for up to $51 million for the development and supply of obstacle detection systems for driverless vehicles, as well as for ADAS systems for airport ground support vehicles; and (2) a commercial agreement with Elbit, a leading defense company in Israel. .
The parties will begin a paid POC project to evaluate the added value and capabilities of Eye-Zone as a software V2X communication layer, allowing for unprecedented, seamless communication between vehicles and all road users (including vulnerable road users). The POC will include the integration of Eye-Zone within the automaker’s ADAS as an enhancement layer for the vehicle’s safety capabilities.
The parties engaged in a paid POC project to evaluate the added value and capabilities of Eye-Zone as a software V2X communication layer, allowing for unprecedented, seamless communication between vehicles and all road users (including vulnerable road users).
The new integrated solution will include the free-of-charge Eye-Net Protect feature and a potential shared revenue stream derived from offering the premium Eye-Net Protect Plus feature for a monthly subscription fee. Pango will collect the monthly fee from the end user on behalf of Eye-Net Mobile and will receive 50% of the aggregate price per user.
The new integrated solution will include the free-of-charge Eye-Net Protect feature and a potential shared revenue stream derived from offering the premium Eye-Net Protect Plus feature for a monthly subscription fee.
As the development and adoption of autonomous vehicles continues to grow, the demand for stereo cameras is projected to increase. This is because stereo cameras are a vital component of the sensor suite used in autonomous vehicles, as they provide the necessary depth perception and object recognition capabilities required for safe driving.
This is because stereo cameras are a vital component of the sensor suite used in autonomous vehicles, as they provide the necessary depth perception and object recognition capabilities required for safe driving. With the growing trend of autonomous vehicles, the market for stereo cameras is expected to expand in response.
Eye-Net Mobile demonstrated the technology for 20 automotive-related companies, including five leading Japanese OEMs, Tier One and Tier Two suppliers, as well as 11 dashboard cameras (dashcam) companies.
In November 2022, Eye-Net Mobile successfully completed a technological roadshow of the Eye-Net Protect solution in Japan. Eye-Net Mobile demonstrated the technology for 20 automotive-related companies, including five leading Japanese OEMs, Tier One and Tier Two suppliers, as well as 11 dashboard cameras (dashcam) companies.
Hitachi was interested in assessing our thermal stereo capabilities for possible enhancement of its current visible light stereo capabilities. The successful evaluation of our technology led to the signing of two POC projects with Hitachi, one in January 2022 and another one in June 2022. The POC projects consisted of technological evaluation and testing of predefined simulated and real-life scenarios.
The successful evaluation of our technology led to the signing of two POC projects with Hitachi, one in January 2022 and another one in June 2022. The POC projects consisted of technological evaluation and testing of predefined simulated and real-life scenarios.
On the other hand, we can see a growing number of vehicle manufacturers, Tier One automotive suppliers, smartphone manufacturers and cellular service providers that have taken the first steps to develop a similar solution to Eye-Net.
On the other hand, we can see a growing number of vehicle manufacturers, Tier One automotive suppliers, smartphone manufacturers and cellular service providers that have taken the first steps to develop a similar solution to Eye-Net. As far as we know to date, none of our competitors has reached product completion and deployment readiness stage for a V2X product.
SUNWAY intends to incorporate our stereo vision technology into its unmanned agricultural vehicles and heavy machinery. In addition, our DynamiCal, automatic calibration solution, optimizes existing stereo systems used in agriculture vehicles by overcoming miscalibration challenges caused by changes in temperature and equipment vibrations.
In addition, our DynamiCal, automatic calibration solution, optimizes existing stereo systems used in agriculture vehicles by overcoming miscalibration challenges caused by changes in temperature and equipment vibrations.
These vehicles can complete standard tasks while operators can handle other high value-added jobs, allowing companies to use their workforce more effectively. In construction, for example, this is critical because of a significant shortage of heavy equipment operators. Our thermal stereoscopic capabilities have been developed to significantly reduce risks and add value for agriculture and heavy machinery.
Heavy Machinery and Agriculture Markets Advanced technologies, such as ours, provide a myriad of benefits for agriculture and construction machinery. These vehicles can complete standard tasks while operators can handle other high value-added jobs, allowing companies to use their workforce more effectively. In construction, for example, this is critical because of a significant shortage of heavy equipment operators.
Eye-Net Mobile’s successful demonstrations generated significant interest among several world-leading OEMs and manufacturers of complementary equipment to the automotive industry (including infotainment systems and dashcams) who expressed interest in pursuing further technological evaluation. In February 2023, Eye-Net Mobile was engaged in a paid POC project to integrate Eye-Zone™ automotive system with vehicle manufacturer’s existing ADAS systems.
Eye-Net Mobile’s successful demonstrations generated significant interest among several world-leading OEMs and manufacturers of complementary equipment to the automotive industry (including infotainment systems and dashcams) who expressed interest in pursuing further technological evaluation.
The customization project followed extensive testing of QuadSight prototype solutions by Elbit Systems, over a period of two years, as well as numerous successful demonstrations performed by Elbit to the IDF.
The customization project followed extensive testing of QuadSight prototype solutions by Elbit, over a period of two years, as well as numerous successful demonstrations performed by Elbit to the IDF. Following the successful process, Elbit plans to replace the use of LiDAR in its solutions with our vision technology.
In June 2022, Elbit Systems Ltd., or Elbit Systems, showcased an unmanned robotic combat vehicle, equipped with our QuadSight vision solution, at Eurosatory, the world’s leading land and airland defense and security exhibition.
In June 2022, Elbit showcased our customized 3D solution on an unmanned ground robotic combat vehicle at Eurosatory, the world’s leading land and airland defense and security exhibition in Paris.
Enhancing the safety of vulnerable road users, such as e-bike and e-scooter riders, is of great concern. A September 2021 MarketsandMarkets research report forecasts that the electric bike market is projected to reach $79.7 billion by 2026 from $47.0 billion in 2021, at a CAGR of 11.1%.
Enhancing the safety of vulnerable road users, such as e-bike and e-scooter riders, is of great concern. A March 2023 MarketsandMarkets research report forecasts that the electric bike market is projected to grow from $49.1 billion in 2023 to $62.3 billion by 2028 at a CAGR of 4.9%.
Self-driving vehicles range from single applications where the driver is required to continuously monitor traffic, to semi-autonomous or fully autonomous driving where the driver increasingly relinquishes control. 21 There are five different levels of automated driving: ● Level 1: Assisted – The driver stays in full control of the vehicle, and the automated driving system assists only with adaptive cruise control and lane keeping assistance. ● Level 2: Partial Automation – Uses partially automated longitudinal and lateral guidance in the driving lane.
There are five different levels of automated driving: ● Level 1: Assisted – The driver stays in full control of the vehicle, and the automated driving system assists only with adaptive cruise control and lane keeping assistance. ● Level 2: Partial Automation – Uses partially automated longitudinal and lateral guidance in the driving lane.
Radar-based sensors compare microwaves of emitted and reflected signals and are generally unaffected by weather. Unlike cameras, radar is not as sensitive to non-metal objects and cannot detect lane markings and traffic signs. LiDAR is a sensor that measures distance by illuminating a target with lasers and analyzing the reflected light.
Unlike cameras, radar is not as sensitive to non-metal objects and cannot detect lane markings and traffic signs. LiDAR is a sensor that measures distance by illuminating a target with lasers and analyzing the reflected light. A camera, similar to the human eye, gathers a richer amount of data than either a radar or a LiDAR sensor.
Over the contractual period of four years, the deal may yield up to $51 million in revenue based on demand from SUNWAY. The agreement establishes a joint program for the development and supply of obstacle detection systems and cloud gateway for driverless vehicles, as well as for ADAS for airport ground support vehicles, using both visible light and thermal cameras.
The agreement establishes a joint program for the development and supply of obstacle detection systems and cloud gateway for driverless vehicles, as well as for ADAS for airport ground support vehicles, using both visible light and thermal cameras.
Throughout 2022, we participated in several paid proof of concept projects with leading Tier One suppliers in the automotive industry to assess our ability to improve distance measurement and object detection capabilities of various ADAS systems, using existing cameras.
In 2022 and 2023, we participated in several paid POC projects with leading Tier One suppliers in the automotive industry to assess our ability to improve distance measurement and object detection capabilities of various ADAS systems, using existing cameras. These projects include evaluations by Hitachi Astemo, Ltd. (“Hitachi”), a global Japanese Tier One supplier and ZF North America, Inc.
Many of our competitors, either on their own or through their strategic partners, enjoy better brand recognition and have substantially greater financial, technical, manufacturing, marketing and human resources than we do.
Many of our competitors, either on their own or through their strategic partners, enjoy better brand recognition and have substantially greater financial, technical, manufacturing, marketing and human resources than we do. These competitors also have significantly greater experience in the research and development of automotive sensors and a better infrastructure and are already commercializing those products around the world.
We believe that our cost-effective advanced stereo vision technology may be beneficial to electric vehicle manufacturers as they develop more advanced autonomous capabilities, resulting in better distance accuracy and improved active safety features, contributing to a greener and safer future.
We believe that our cost-effective advanced stereo vision technology may be beneficial to electric vehicle manufacturers as they develop more advanced autonomous capabilities, resulting in better distance accuracy and improved active safety features, contributing to a greener and safer future. 28 Options for Stereo Cameras Placement The QuadSight® Automotive Vision Solution The QuadSight solution, a four-camera multi-spectral vision solution, consists of software based on a chip and hardware (camera and processors) that we can customize to a customer’s needs.
Requires no registration. ● Small Footprint SDK package compatible with iOS and Android. ● Hands Free Runs as a seamless automatic background process. ● Camera Free Relies on existing cellular infrastructures. ● Compatible with any cellular infrastructure (3G and up) Real-time alerts utilizing adaptive network latency compensation of each users’ cellular devices. 40 Eye-Net Protect is an intuitive and easy-to-use cellular-based V2X solution that provides real-time pre-collision alerts to drivers and vulnerable road users, including pedestrians, cyclists, scooter drivers, etc., by using smartphones and relying on existing cellular networks.
Requires no registration. ● Small Footprint SDK package compatible with iOS and Android. ● Hands Free Runs as a seamless automatic background process. ● Camera Free Relies on existing cellular infrastructures. ● Compatible with any cellular infrastructure (3G and up) Real-time alerts utilizing adaptive network latency compensation of each users’ cellular devices.
Eye-Net Mobile has One trademark that has been granted in Israel, one additional application was filed via the Madrid Protocol and has been granted in Europe and the UK and is pending (awaiting examination) in Canada. Eye-Net Mobile’s trademark applications in the following countries are still pending - Brazil, Canada, China, India, Japan and the USA.
Eye-Net Mobile has One trademark that has been granted in Israel, one additional application was filed via the Madrid Protocol and has been granted in Europe and the UK.
Mounting stereo cameras on a fixed beam compensates for decalibrations caused by vibrations but may limit camera placement positions and result in installation-related technical complications. 27 Our ScaleCam solution enables the separation of stereo cameras, allowing flexible placement of cameras on the vehicle, increasing the distance between the cameras, and, as a result, extending obstacle detection range with greater accuracy up to several hundred meters.
Our ScaleCam solution enables the separation of stereo cameras, allowing flexible placement of cameras on the vehicle, increasing the distance between the cameras, and, as a result, extending obstacle detection range with greater accuracy up to several hundred meters. Separated cameras require ongoing calibration to optimize distance accuracy.
In January 2022, we deepened our Chinese footprint with the establishment of Foresight Changzhou in Jiangsu Province, China. The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park (CIP), a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market.
The Chinese subsidiary was established in cooperation with the China-Israel Changzhou Innovation Park, or CIP, a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. On September 15, 2022, Eye-Net Mobile became a wholly owned subsidiary of the Company. D. Property, Plant and Equipment.
Our focus for 2023 is to (1) increase the number of customers engaged in POC projects in order to allow them to test and evaluate the performance of our technology (2) engage with customers in co-development projects, allowing us to tailor our solutions to each customer’s individual needs; and (3) initiate sales of our products to SUNWAY-AI’s customers for airport ground vehicles. 32 In April 2020, we signed a strategic cooperation agreement with FLIR Systems, Inc., the world’s largest and leading commercial company specializing in the design and production of thermal imaging cameras, components, and imaging sensors.
Our main focus for 2024 is to (1) increase the number of customers engaged in POC projects in order to allow them to test and evaluate the performance of our technology, (2) engage with customers in co-development projects, allowing us to tailor our solutions to each customer’s individual needs, (3) initiate sales of our products to SUNWAY-AI’s customers for airport ground vehicles, and (4) initiate software license sales to Elbit’s end customers in the defense markets.
In February 2023, a leading U.S.-based rail and leasing services company purchased a Rail Vision Switch Yard System for $140,000 with support, to evaluate its performance during a six-month trial. The US-based customer offers a suite of rail-centric services including in-plant rail switching and material handling services.
Rail Vision believes that the first order for such system by a commercial operator will have an impact on the market. In February 2023, a leading U.S.-based rail and leasing services company purchased a Rail Vision Switch Yard System for $140,000 with support, to evaluate its performance during a six-month trial.
These competitors also have significantly greater experience in the research and development of automotive sensors and a better infrastructure and are already commercializing those products around the world. 31 Sales and Marketing A typical sales cycle of our 3D vision solutions, consists primarily of the following steps: ● Initial engagement – The initial introduction of our technology to potential customers consists of technological roadshows, demonstrations and prototype evaluation.
Sales and Marketing A typical sales cycle of our 3D vision solutions, consists primarily of the following steps: ● Initial engagement – the initial introduction of our technology to potential customers consists of technological roadshows, demonstrations and prototype evaluation.
In April 2022, Rail Vision completed an initial public offering of its ordinary shares and warrants on the Nasdaq Capital Market. In January 2023, Rail Vision signed a contract with Israel Railways to purchase ten Rail Vision Main Line Systems and related services for a total amount of approximately $1.4 million.
In January 2023, Rail Vision signed a contract with Israel Railways to purchase ten Rail Vision Main Line Systems and related services for a total amount of approximately $1.4 million. The delivery is expected to start during the first quarter of 2024.
According to an October 2022 forecast by MarketsandMarkets, the market for armored vehicles is expected to reach $34.1 billion by 2027, with the combat vehicle sector accounting for $20.2 billion of this total.
Our non-active QuadSight technology creates a high-resolution point cloud that provides a unique 3D perception of the environment, leaving no energy signature discernible to an adversary. 24 According to an October 2022 forecast by MarketsandMarkets, the market for armored vehicles is expected to reach $34.1 billion by 2027, with the combat vehicle sector accounting for $20.2 billion of this total.
Following the successful process, Elbit Systems plans to replace the use of LiDAR in its solutions with our vision technology. in June 2022, Elbit showcased our customized 3D solution on an unmanned ground robotic combat vehicle at Eurosatory, the world’s leading land and airland defense and security exhibition in Paris. 35 In June 2022, we announced the signing of an agreement for a POC project with ZF North America, a subsidiary of ZF Friedrichshafen AG, one of the top three leading Tier One technology companies supplying systems for passenger cars, commercial vehicles and industrial technology, enabling the next generation of mobility.
In June 2022, we announced the signing of an agreement for a POC project with ZF North America, a subsidiary of ZF Friedrichshafen AG, one of the top three leading Tier One technology companies supplying systems for passenger cars, commercial vehicles and industrial technology, enabling the next generation of mobility.
According to a market report by MarketsandMarkets published in March 2022, the precision farming market is expected to grow from $8.5 billion in 2022 to $15.6 billion by 2030, at a CAGR of 7.9%. 25 Our 3D vision solutions Mono2Stereo – Creating 3D stereo perception from existing mono cameras Generating 3D stereo perception from 2 separate mono cameras with different fields of view Current ADAS use mono camera-based solutions.
According to a market report by MarketsandMarkets published in March 2022, the precision farming market is expected to grow from $8.5 billion in 2022 to $15.6 billion by 2030, at a CAGR of 7.9%.
With the growing trend of autonomous vehicles, the market for stereo cameras is expected to expand in response. The Importance of Camera Technology for Semi and Fully Autonomous Vehicles The vast majority of partial autonomous vehicles employ multiple sensors and imaging devices, including radar, laser detectors, or LiDAR, and cameras.
The Importance of Camera Technology for Semi and Fully Autonomous Vehicles The vast majority of partial autonomous vehicles employ multiple sensors and imaging devices, including radar, laser detectors, or LiDAR, and cameras. Radar-based sensors compare microwaves of emitted and reflected signals and are generally unaffected by weather.
Micro-mobility market Micro-mobility refers to a rapidly growing market segment that encompasses various modes of transportation, including electric scooters, bicycles, and hoverboards, among others. These vehicles offer a convenient and eco-friendly solution to short-distance travel in urban areas and have quickly gained popularity in recent years.
These vehicles offer a convenient and eco-friendly solution to short-distance travel in urban areas and have quickly gained popularity in recent years.
In September 2022, we signed a paid joint POC project with a leading American manufacturer of electric vehicles. The project consists of the technological evaluation and testing of predefined scenarios.
In September 2022, we signed a paid joint POC project with a leading American manufacturer of electric vehicles. The project consists of technological evaluation and testing of predefined scenarios. We intend to demonstrate our ability to create 3D stereo perception with software only, using the manufacturer’s existing pair of mono cameras mounted on a large baseline (distance between the cameras).
SoC: consists of an automotive graded board and image processing software. 3. A complete solution: consists of image processing software, SoC, and cameras. To date, we have signed a commercial agreement with Elbit Systems, a leading defense company in Israel.
SoC: consists of an automotive graded board and image processing software. 3. A complete solution: consists of image processing software, SoC, and cameras.
We believe that entering these additional markets will allow us to expand and improve our current product capabilities and open new opportunities. Defense Market ADAS and autonomous technology offer many advantages on the battlefield. Defense vehicles must be able to adapt to complex conflict zones and operate in the harshest environmental conditions, including off-road driving and zero-visibility sandstorms.
Foresight has achieved several important milestones that should support its short-term revenue generation plans. Defense Market ADAS and autonomous technology offer many advantages on the battlefield. Defense vehicles must be able to adapt to complex conflict zones and operate in the harshest environmental conditions, including off-road driving and zero-visibility sandstorms.
A camera, similar to the human eye, gathers a richer amount of data than either a radar or a LiDAR sensor. For that reason, most ADAS rely more heavily on cameras than on other sensors. Relying only on reflected light may reduce performance under certain lighting or weather conditions.
For that reason, most ADAS rely more heavily on cameras than on other sensors. Relying only on reflected light may reduce performance under certain lighting or weather conditions. For example, LiDAR pulse can be scattered in the fog, whereas infrared cameras are not affected by fog.
While fully autonomous driving is not expected in the near future, we believe that there will be a gradual evolution and ongoing introductions of semi-autonomous driving capabilities in order to reach more advanced autonomy levels. The key contributions to the growth of autonomous driving will include increased safety, the development of fail-safe systems, consumer demand, and economic and social benefits.
This rising demand is projected to create significant revenue opportunities for key players in the global market over the coming years, particularly as ADAS technology continues to evolve. 22 While fully autonomous driving is not expected in the near future, we believe that there will be a gradual evolution and ongoing introductions of semi-autonomous driving capabilities in order to reach more advanced autonomy levels.
Autonomous Driving Overview In recent years, there has been increasing awareness surrounding “autonomous,” “automated” and “self-driving” vehicles. Self-driving vehicles operate without direct driver input while controlling steering, acceleration and braking, and are designed to relieve the driver from having to constantly monitor the roadway while operating in self-driving mode.
Self-driving vehicles operate without direct driver input while controlling steering, acceleration and braking, and are designed to relieve the driver from having to constantly monitor the roadway while operating in self-driving mode. Self-driving vehicles range from single applications where the driver is required to continuously monitor traffic, to semi-autonomous or fully autonomous driving where the driver increasingly relinquishes control.
This system also measures the driver’s distraction and level of fatigue of the driver, thereby suggesting the precautions that need to be taken. 38 Available technology and challenges for V2X communication The V2X technological landscape is divided into two main sections: ● Hardware-based solutions, which use either Dedicated Short-Range Communications, or DSRC, or cellular-based communication, or CV2X; and ● Software-based cellular V2X solutions.
Available technology and challenges for V2X communication The V2X technological landscape is divided into two main sections: ● Hardware-based solutions, which use either Dedicated Short-Range Communications, or DSRC, or cellular-based communication, or CV2X; and ● Software-based cellular V2X solutions. Hardware-based solutions require costly and complex designated hardware. As the technology is not fully regulated, there are standardization concerns.
The Eye-Net Protect solution was first launched in February 2019 at the Mobile World Congress in Barcelona, the world’s largest mobile conference.
Sales and Marketing Eye-Net Mobile focuses on increasing public awareness of its products and technology by conducting controlled public trials and participating in conferences worldwide. The Eye-Net Protect solution was first launched in February 2019 at the Mobile World Congress in Barcelona, the world’s largest mobile conference.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

32 edited+11 added−8 removed14 unchanged
At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed.
At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed.
We estimate the fair value of share options granted using a Black-Scholes Merton options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are Ordinary Shares price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire).
We estimate the fair value of share options granted using the Black-Scholes-Merton options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are Ordinary Shares price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire).
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. 53 5.C Research and development, patents and licenses, etc.
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. 5.C Research and development, patents and licenses, etc.
Operating Expenses Our current operating expenses consist of three components — research and development expenses, marketing and sales 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.
Operating Expenses Our current operating expenses consist of three components — research and development expenses, marketing and sales expenses and general and administrative expenses. 44 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.
Investing Activities Net cash provided by investing activities of approximately $8,983,000 during the year ended December 31, 2022 was provided by changes of short-term deposits of approximately $10,297,000, offset by our investment in Rail Vision equity securities of approximately $715,000 and investment in a simple agreement for future equity (SAFE) with Rail Vision of approximately $286,000, and from purchases of fixed assets of approximately $313,000.
Net cash provided by investing activities of approximately $8,983,000 during the year ended December 31, 2022 was due to changes in short-term deposits of approximately $10,297,000, offset by our investment in Rail Vision equity securities of approximately $715,000 and investment in a simple agreement for future equity (SAFE) with Rail Vision of approximately $286,000, and from purchases of fixed assets of approximately $313,000.
The changes to the accounting estimates are credited during the period in which the change to the estimate is made. 51 B. Liquidity and Capital Resources.
The changes to the accounting estimates are credited during the period in which the change to the estimate is made. B. Liquidity and Capital Resources.
Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financings. We cannot be certain that additional funding will be available to us on acceptable terms, if at all.
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.
Our discussion and analysis for the year ended December 31, 2021 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022. Overview We are a technology company engaged in the design, development and commercialization of sensor solutions for the automotive industry.
Our discussion and analysis for the year ended December 31, 2022 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023. Overview We are a technology company engaged in the design, development and commercialization of sensor solutions for the automotive industry.
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.
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.
Share-based compensation We apply ASC 718-10, “Share-Based Payment,” or ASC 718-10, which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees, consultants and directors including employee share options under our share plan based on estimated fair values.
Actual results could differ from those estimates. 49 Share-based compensation We apply ASC 718-10, “Share-Based Payment,” or ASC 718-10, which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees, consultants and directors including employee share options under our share plan based on estimated fair values.
The following table discloses the breakdown of sales and marketing expenses: Year ended December 31, U.S. dollars in thousands 2022 2021 Payroll and related expenses 1,318 1,273 Exhibitions, conventions and travel expenses 302 42 Consultants 558 394 Other 52 139 Total 2,230 1,848 General and administrative General and administrative expenses consist primarily of salaries and related personnel expenses, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), directors fees and insurance and other general and administrative expenses.
The following table discloses the breakdown of sales and marketing expenses: Year ended December 31, U.S. dollars in thousands 2023 2022 Payroll and related expenses 1,076 1,318 Exhibitions, conventions and travel expenses 379 302 Consultants 416 558 Other 68 52 Total 1,939 2,230 General and administrative General and administrative expenses consist primarily of salaries and related personnel expenses, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), directors fees and insurance and other general and administrative expenses.
Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgment and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.
Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgment and assumptions can affect reported amounts and disclosures made.
In that regard, we registered up to $60,000,000 of our ADSs on a Registration Statement on Form F-3 (File No. 333-252334) for the sale under the January 2021 Sales Agreement. Through March 20, 2023, we have sold an aggregate of 1,378,344 ADSs for aggregate gross proceeds of approximately $14 million.
In that regard, we registered up to $60,000,000 of our ADSs on a Registration Statement on Form F-3 (File No. 333-252334) for the sale under the January 2021 Sales Agreement. Through December 7, 2023, the date we terminated the 2021 Sales Agreement, we have sold an aggregate of 1,438,294 ADSs for aggregate gross proceeds of approximately $14.1 million.
The table below presents our cash flows for the periods indicated: December 31, U.S. dollars in thousands 2022 2021 Operating activities (17,057 ) (12,125 ) Investing activities 8,983 (12,582 ) Financing activities - 14,160 Effect of exchange rate changes on cash and cash equivalents (839 ) (37 ) Net decrease in cash and cash equivalents (8,913 ) (10,584 ) Operating Activities Net cash used in operating activities of approximately $17,057,000 during the year ended December 31, 2022 was primarily used for payment of payroll and related expenses, payments for professional services, subcontracted work and travel, patent, directors’ fees, rent and other miscellaneous expenses.
The table below presents our cash flows for the periods indicated: December 31, U.S. dollars in thousands 2023 2022 Operating activities (14,926 ) (17,057 ) Investing activities 7,092 8,983 Financing activities 4,181 - Effect of exchange rate changes on cash and cash equivalents 112 (839 ) Net decrease in cash and cash equivalents (3,541 ) (8,913 ) Operating Activities Net cash used in operating activities of approximately $14,926,000 during the year ended December 31, 2023 was primarily used for payment of payroll and related expenses, payments for professional services, subcontracted work and travel, patent, directors’ fees, rent and other miscellaneous expenses.
Overview Since our inception through December 31, 2022, we have funded our operations principally with approximately $114 million, in the aggregate, from funding from Magna, the issuance of Ordinary Shares or ADSs and exercise of warrants and options. As of December 31, 2022, we had approximately $26.5 million in cash and cash equivalents, restricted cash and short-term bank deposits.
Overview Since our inception through December 31, 2023, we have funded our operations principally with approximately $118,700,000, in the aggregate, from funding from Magna, the issuance of Ordinary Shares or ADSs and exercise of warrants and options. As of December 31, 2023, we had approximately $15.7 million in cash and cash equivalents and restricted cash.
Net loss As a result of the foregoing, our loss for the year ended December 31, 2022 was approximately $21,676,000, as compared to approximately $15,036,000 for the year ended December 31, 2021, an increase of approximately $6,640,000. We prepare our financial statements in accordance with U.S. GAAP.
Net loss As a result of the foregoing, our loss for the year ended December 31, 2023 was approximately $18,410,000, as compared to approximately $21,676,000 for the year ended December 31, 2022, a decrease of approximately $3,266,000. We prepare our financial statements in accordance with U.S. GAAP.
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.
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.
The following table discloses the breakdown of general and administrative expenses: Year ended December 31, U.S. dollars in thousands 2022 2021 Payroll and related expenses 1,756 1,748 Share-based payments to service providers 215 268 Professional services 1,340 1,207 Directors fees and insurance 405 494 Travel expenses 8 — Rent and office maintenance 175 212 Other 90 51 Total 3,989 3,980 Comparison of the year ended December 31, 2022 to the year ended December 31, 2021.
The following table discloses the breakdown of general and administrative expenses: Year ended December 31, U.S. dollars in thousands 2023 2022 Payroll and related expenses 1,458 1,756 Share-based payments to service providers 134 215 Professional services 898 1,340 Directors’ fees and insurance 326 405 Travel expenses 15 8 Rent and office maintenance 196 175 Other 92 90 Total 3,119 3,989 45 Comparison of the year ended December 31, 2023 to the year ended December 31, 2022.
Critical Accounting Estimates We describe our significant accounting policies more fully in Note 2 to our financial statements for the year ended December 31, 2022. We believe that the accounting policies below are critical in order to fully understand and evaluate our financial condition and results of operations. We prepare our financial statements in accordance with U.S. GAAP.
We believe that the accounting policies below are critical in order to fully understand and evaluate our financial condition and results of operations. We prepare our financial statements in accordance with U.S. GAAP.
During 2022, our Board of Directors approved the grant of options to purchase 13,075,000 of our Ordinary Shares, subject to the terms and condition of each specific grant. 54
During 2023, our Board approved the grant of options to purchase 2,675,000 of our Ordinary Shares, subject to the terms and condition of each specific grant.
Finance expense, net for the year ended December 31, 2022, consist primarily of the revaluation of our investment in Rail Vision to its fair value in the amount of $2,208,000, from exchange rate differences in the amount of $2,194,000, offset by interest income in the amount of $189,000.
Finance expenses, net, for the year ended December 31, 2022, consisted of loss from the revaluation of the Company’s investment in Rail Vision Ltd. to its fair value in the amount of $2,208,000, and exchange rate differences and lease liabilities in the amount of $2,202,000, offset by interest income in the amount of $189,000.
The following table discloses the breakdown of research and development expenses: Year ended December 31, U.S. dollars in thousands 2022 2021 Payroll and related expenses 8,778 7,556 Subcontracted work and consulting 1,523 1,751 Share-based payments to service providers 57 118 Rent and office maintenance 1,068 810 Travel expenses 141 44 Other 362 309 Less participation in grants (395 ) (351 ) Sales of prototypes — (67 ) Total 11,534 10,170 We expect that our research and development expenses will increase as we will need to recruit more employees as we move closer to commercialization of our solutions. 49 Sales and marketing Our sales and marketing expenses consist primarily of salaries and related personnel expenses, consultants, exhibitions and travel expenses and other marketing and sales expenses.
The following table discloses the breakdown of research and development expenses: Year ended December 31, U.S. dollars in thousands 2023 2022 Payroll and related expenses 8,997 8,778 Subcontracted work and consulting 1,229 1,523 Share-based payments to service providers 19 57 Rent and office maintenance 936 1,068 Travel expenses 90 141 Other 416 362 Less participation in grants (100 ) (395 ) Total 11,587 11,534 We expect that our research and development expenses will increase as we will need to recruit more employees as we move closer to commercialization of our solutions.
Results of Operations Year ended December 31, U.S. dollars in thousands 2022 2021 Gross profit 298 53 Research and development expenses, net 11,534 10,170 Marketing and sales 2,230 1,848 General and administrative 3,989 3,980 Operating loss 17,455 15,945 Financial expenses (income), net 4,221 (909 ) Net loss 21,676 15,036 Loss attributable to holders of Ordinary Shares 21,676 15,036 50 Research and development expenses, net Our research and development expenses for the year ended December 31, 2022 amounted to $11,534,000, representing an increase of $1,364,000, or 13.4%, compared to approximately $10,170,000 for the year ended December 31, 2021.
Results of Operations Year ended December 31, U.S. dollars in thousands 2023 2022 Revenues 497 550 Gross profit 354 298 Research and development expenses, net 11,587 11,534 Marketing and sales 1,939 2,230 General and administrative 3,119 3,989 Operating loss 16,291 17,455 Financial expenses, net 2,119 4,221 Net loss 18,410 21,676 Loss attributable to holders of Ordinary Shares 18,410 21,676 Revenues Our Revenues for the year ended December 31, 2023, amounted to $497,000, representing a decrease of $53,000, or 9.6%, compared to approximately $550,0000 for the year ended December 31, 2022.
Net cash used in operating activities of approximately $12,125,000 during the year ended December 31, 2021 was primarily used for payment of payroll and related expenses, payments for professional services, subcontracted work and travel, patent, directors’ fees, rent and other miscellaneous expenses.
Net cash used in operating activities of approximately $17,057,000 during the year ended December 31, 2022 was primarily used for payment of payroll and related expenses, payments for professional services, subcontracted work and travel, patent, directors’ fees, rent and other miscellaneous expenses. 47 Investing Activities Net cash provided by investing activities of approximately $7,092,000 during the year ended December 31, 2023 was due to changes in short-term deposits of approximately $7,216,000 and for purchases of fixed assets of approximately $124,000.
Sales and marketing Our marketing and sales expenses for the year ended December 31, 2022 amounted to approximately $2,230,000, representing an increase of approximately $382,000, or 20.7%, compared to approximately $1,848,000 for the year ended December 31, 2021.
Sales and marketing Our marketing and sales expenses for the year ended December 31, 2023 amounted to approximately $1,939,000, representing a decrease of approximately $291,000, or 13%, compared to approximately $2,230,000 for the year ended December 31, 2022. The decrease is mainly attributable to a decrease in payroll and related expenses and a decrease in consultants.
General and administrative Our general and administrative expenses amounted to approximately $3,989,000 for the year ended December 31, 2022, compared to approximately $3,980,000 for the year ended December 31, 2021.
General and administrative Our general and administrative expenses amounted to approximately $3,119,000 for the year ended December 31, 2023, representing a decrease of approximately $870,000, or 22%, compared to approximately $3,989,000 for the year ended December 31, 2022. The decrease is mainly attributable to a decrease in payroll and related expenses and in professional services.
Financial expense and income, net Financial expense and income, net mainly consist of reevaluation of securities, bank interest income, exchange rate differences and other transactional costs. We recognized a financial expense, net of approximately $4,221,000 for the year ended December 31, 2022, compared to a financial income, net of $909,000 for the year ended December 31, 2021.
Operating loss As a result of the foregoing, our operating loss for the year ended December 31, 2023 was approximately $16,291,000, as compared to an operating loss of approximately $17,455,000 for the year ended December 31, 2022, a decrease of approximately $1,164,000, or 7%. 46 Financial expenses and income, net Financial expenses, net, mainly consist of revaluation of securities, bank interest income, exchange rate differences and other transactional costs.
Net cash provided by financing activities in the year ended December 31, 2021 consisted of approximately $13,508,000 provided from net proceeds from the issuance of Ordinary Shares and from exercise of options and warrants of approximately $652,000. 52 On January 22, 2021, we entered into a subsequent sales agreement with AGP, or the January 2021 Sales Agreement, pursuant to which we may offer and sell, from time to time, our ADSs.
There was no financial activity during the twelve-month period ended December 31, 2022. On January 22, 2021, we entered into a subsequent sales agreement with AGP, or the January 2021 Sales Agreement, pursuant to which we may offer and sell, from time to time, our ADSs.
As of December 31, 2022, our cash and cash equivalents including restricted cash and short-term bank deposits were approximately $26,491,000. We expect that our existing cash, cash equivalents and short-term bank deposits will be sufficient to fund our current operations through the second quarter of 2024.
As of December 31, 2023, our cash and cash equivalents including restricted cash and short-term bank deposits were approximately $15,734,000.
Operating Results— Comparison of the year ended December 31, 2022 to the year ended December 31, 2021— Research and Development Expenses, Net.” 5.D Trend Information The COVID-19 pandemic has impacted companies in Israel and around the world, and as its trajectory remains highly uncertain.
Operating Results— Comparison of the year ended December 31, 2023, to the year ended December 31, 2022— Research and Development Expenses, Net.” 5.D Trend Information 5.E. Critical Accounting Estimates We describe our significant accounting policies more fully in Note 2 to our financial statements for the year ended December 31, 2023.
Operating loss As a result of the foregoing, our operating loss for the year ended December 31, 2022 was approximately $17,455,000, as compared to an operating loss of approximately $15,945,000 for the year ended December 31, 2021, an increase of approximately $1,510,000, or 9.5%.
Research and development expenses, net Our research and development expenses for the year ended December 31, 2023 amounted to $11,587,000, representing an increase of $53,000, or 0.5%, compared to approximately $11,534,000 for the year ended December 31, 2022.
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.
As of the date of this annual report on Form 20-F, after selling the entire investment stake in Rail Vision for approximately $1,840,000 we expect that our existing cash, cash equivalents and short-term bank deposits will be sufficient to fund our current operations through the end of the second quarter of 2025. 48 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.
Removed
The increase was primarily attributable to an increase in payroll and related expenses of approximately $1,222,000 and an increase of approximately $248,000 in rent and office expenses, offset by a decrease of approximately $228,000 in subcontracted work and consulting.
Added
Sales and marketing Our sales and marketing expenses consist primarily of salaries and related personnel expenses, consultants, exhibitions and travel expenses and other marketing and sales expenses.
Removed
The increase was primarily attributable to an increase in exhibitions, conventions and travel expenses of approximately $260,000 and an increase of approximately $164,000 in consultants, offset by a decrease of approximately $87,000 in other expenses.
Added
The revenues for the twelve months ended December 31, 2023, were generated primarily from the commercialization agreement of the Company with Elbit in the amount of $250,000 and from the successful execution of several projects including a POC project with two leading Japanese vehicle manufacturers in the amount of $106,000, an Eye-Net POC project with SoftBank in the amount of $34,000 and an Eye-Net POC project with a leading Japanese vehicle manufacturer in the amount of $28,000.
Removed
Net cash used in investing activities of approximately $12,582,000 during the year ended December 31, 2021 was used for changes of short-term deposits of approximately $12,347,000 and for purchases of fixed assets of approximately $235,000. Financing Activities There was no financial activity during the twelve month period ended December 31, 2022.
Added
We recognized financial expenses, net, of approximately $2,119,000 for the year ended December 31, 2023, compared to financial expenses, net of $4,221,000 for the year ended December 31, 2022.
Removed
We made no sales under the sales agreement entered into in January 2021 during the fiscal year ended December 31, 2022. Current Outlook We have financed our operations to date primarily through proceeds from sales of our Ordinary Shares and ADSs and warrants. We have incurred losses and generated negative cash flows from operations since January 2011.
Added
Finance expenses, net for the year ended December 31, 2023, consist primarily of loss from the revaluation of the Company’s investment in Rail Vision Ltd. to its fair value in the amount of $2,333,000 and from exchange rate differences and lease liabilities in the amount of $466,000, offset by interest income in the amount of $667,000.
Removed
As of the date of this annual report, our management continues to examine the impacts of COVID-19 and are unable to estimate the full extent of its possible effects. No significant adverse effect on our operations and on the results of our operation is apparent at this stage.
Added
Financing Activities Net cash provided by financing activities of approximately $4,181,000 during the year ended December 31, 2023 was the result of the proceeds from a registered direct offering of 4,500,000 ADSs at $1.00 per ADS, with net proceeds of $4,046,000 after deducting placement fees, and from sales of 59,950 ADSs through the 2021 Sales Agreement with an average price of $2.775 per ADS, raising net proceeds of approximately $137,000 after deducting closing costs and fees.
Removed
However, we cannot predict the duration and severity of the outbreak and its containment measures.
Added
On December 7, 2023, we entered into definitive securities purchase agreements with U.S. institutional investors and Israeli investors to purchase an aggregate of 4,500,000 of our ADSs representing 135,000,000 ordinary shares, at a purchase price of $1.00 per ADS in a registered direct offering, or the Registered Direct Offering.
Removed
Further, we cannot predict impacts, trends and uncertainties involving the pandemic’s effects on economic activity, the size of our labor force, our third-party partners, our investments in marketable securities, and the extent to which our revenue, income, profitability, liquidity, or capital resources may be materially and adversely affected.
Added
The total gross proceeds from the Registered Direct Offering were approximately $4.5 million. The closing of the sale of the ADSs occurred on December 11, 2023.
Removed
See also “Item 3.D. – Risk Factors– Risks Related to Our Business and Industry – We face business disruption and related risks resulting from the recent outbreak of the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.” 5.E.
Added
There were two Company related insider participants in the Registered Direct Offering: our Chief Executive Officer, Haim Siboni, who controls Magna, through the participation of Magna and Sivan Siboni-Scherf, our Vice President of Human Resources. The aggregate amount invested by the insider participants in the Registered Direct Offering was $525,000.
Added
We also entered into a letter agreement with A.G.P./Alliance Global Partners, as placement agent, dated December 7, 2023, pursuant to which they agreed to serve as the placement agent in connection with the Registered Direct Offering.
Added
We agreed to pay the placement agent a cash placement fee equal to 7.0% of the gross proceeds received for the ADSs in the Registered Direct Offering provided, however that for certain investors, the placement agent credited us four percent (4.0%) of the aggregate purchase price paid by such purchasers.
Added
We also agreed to reimburse the placement agent for certain fees and disbursements incurred by them in connection with the Registered Direct Offering in an amount of up to $50,000. Current Outlook We have financed our operations to date primarily through proceeds from sales of our Ordinary Shares and ADSs and warrants.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

98 edited+12 added−8 removed120 unchanged
Oren Bar-On, Vice President of Global Operations and Foresight Changzhou Chief Executive Officer Mr. Oren Bar-On has served as our Vice President of Global Operations since October 2017 and as the Chief Executive Officer of Foresight Changzhou since January 1, 2023. Mr.
Oren Bar-On has served as our Vice President of Global Operations since October 2017 and as the Chief Executive Officer of Foresight Changzhou since January 1, 2023. Mr.
Under the Companies Law, an Israeli public company is required to appoint at least two external directors to serve on its board of directors, with certain exceptions. Presently two of the six members of our Board of Directors are external directors.
Under the Companies Law, an Israeli public company is required to appoint at least two external directors to serve on its board of directors, with certain exceptions. Presently two of the six members of our Board are external directors.
Under the Companies Law, our Board of Directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our Board of Directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Under the Companies Law, our Board must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our Board must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Our Board of Directors has determined that the minimum number of directors of our company who are required to have accounting and financial expertise is two. Messrs. Ehud Aharoni, Dan Avidan, Zeev Levenberg and Ms. Vered Raz Avayo qualify and declared their respective accounting and financial expertise to that effect.
Our Board has determined that the minimum number of directors of our company who are required to have accounting and financial expertise is two. Messrs. Ehud Aharoni, Dan Avidan, Zeev Levenberg and Ms. Vered Raz Avayo qualify and declared their respective accounting and financial expertise to that effect.
Committees of the Board of Directors Our Board of Directors has originally established three standing committees, the audit committee, the compensation committee and the financial statements examination committee.
Committees of the Board of Directors Our Board has originally established three standing committees, the audit committee, the compensation committee and the financial statements examination committee.
To date, our audit committee also serves a compensation and a financial statements examination committee, in accordance with the provisions of the Companies Law and the regulations promulgated thereunder allowing same in certain exceptions, as set forth herein. Audit Committee Under the Companies Law, we are required to appoint an audit committee.
To date, our audit committee also serves as a compensation and financial statements examination committee, in accordance with the provisions of the Companies Law and the regulations promulgated thereunder allowing same in certain exceptions, as set forth herein. Audit Committee Under the Companies Law, we are required to appoint an audit committee.
Our compensation committee reviews and recommends to our Board of Directors: (1) the annual base compensation of our executive officers and directors; (2) annual incentive bonus, including the specific goals and amount; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements/provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Our compensation committee reviews and recommends to our Board: (1) the annual base compensation of our executive officers and directors; (2) annual incentive bonus, including the specific goals and amount; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements/provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
The compensation committee is responsible for (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders) and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval.
The compensation committee is responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent approval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders, including: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; 62 ● assessing implementation of the compensation policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval.
Under the Companies Law, our audit committee is responsible for: (i) determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; (ii) determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6 C.—Board Practices—Approval of Related Party Transactions under Israeli Law”); (iii) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; (iv) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board of Directors or shareholders, depending on which of them is considering the appointment of our auditor; 63 (v) establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees; and (vi) where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; and (vii) determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee.
Under the Companies Law, our audit committee is responsible for: (i) determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; (ii) determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) and establishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Item 6 C.—Board Practices—Approval of Related Party Transactions under Israeli Law”); 59 (iii) examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; (iv) examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor; (v) establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees; and (vi) where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; and (vii) determining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee.
The compensation policy must also include the following principles: ● the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; 65 ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation.
The compensation policy must also include the following principles: ● the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and ● expenses incurred by an office holder in connection with an Administrative Procedure under the Israeli Securities Law, 1968, or Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; 66 ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and ● expenses incurred by an office holder in connection with an Administrative Procedure under the Israeli Securities Law, 5728-1968, or Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees.
However, in Israel, we are subject to certain Israeli labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement.
However, in Israel, we are subject to certain Israeli labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and Industry and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement.
On October 20, 2022, our shareholders approved grants of options, with an exercise price of NIS1 (approximately $0.28 per share at the grant date) to (i) three members of our Board of Directors for each to purchase up to 400,000 Ordinary Shares, (ii) our Vice President of Human Resources to purchase up to 600,000 Ordinary Shares and (iii) our Chief Executive Officer to purchase up to 4,000,000 Ordinary Shares.
On October 20, 2022, our shareholders approved grants of options, with an exercise price of NIS1 (approximately $0.28 per share at the grant date) to (i) three members of the Board for each to purchase up to 400,000 Ordinary Shares, (ii) our Vice President of Human Resources to purchase up to 600,000 Ordinary Shares and (iii) our Chief Executive Officer to purchase up to 4,000,000 Ordinary Shares.
In addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.
In addition, the shareholder approval must fulfill one of the following requirements: ● at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or 65 ● the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.
Directors’ Service Contracts Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his or her engagement with our company. C. Board Practices. Introduction Our Board of Directors presently consists of six members.
Directors’ Service Contracts Other than with respect to our directors that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination of his or her engagement with our company. 54 C. Board Practices. Introduction Our Board presently consists of six members.
Scherf holds a LLB from Ono Academic College and an LLM from Bar Ilan University and is a member of the Israeli Bar Association. Family Relationships Ms. Siboni Scherf is the daughter of Mr. Haim Siboni and married to Mr. Moshe Scherf. Mr. Levy Zruya was married to Mr. Haim Siboni’s sister.
Scherf holds a LLB from Ono Academic College and an LLM from Bar Ilan University and is a member of the Israeli Bar Association. Family Relationships Ms. Siboni Scherf is the daughter of Mr. Haim Siboni and is married to Mr. Moshe Scherf. Mr. Levy Zruya was previously married to Mr. Haim Siboni’s sister.
Members of our senior management may be eligible for bonuses in accordance with our compensation policy and as set forth by our Board of Directors. For a description of the terms of our options and option plans, see “Item 6. E. Share Ownership” below.
Members of our senior management may be eligible for bonuses in accordance with our compensation policy and as set forth by the Board. For a description of the terms of our options and option plans, see “Item 6. E. Share Ownership” below.
Under the Companies Law, any shareholder holding at least one percent of our outstanding voting power may nominate a director. However, any such shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination has been given to our Board of Directors.
Under the Companies Law, any shareholder holding at least one percent of our outstanding voting power may nominate a director. However, any such shareholder may make such a nomination only if a written notice of such shareholder’s intent to make such nomination has been given to our Board.
In addition, a person who reports, directly or indirectly, to the chief executive officer may not serve as the chairman of the board of directors; the chairman may not be vested with authorities of a person who reports, directly or indirectly, to the chief executive officer; and the chairman may not serve in any other position in the company or a controlled company, but he or she may serve as a director or chairman of a controlled company.
In addition, a person who reports, directly or indirectly, to the chief executive officer may not serve as the chairman of the Board; the chairman may not be vested with authorities of a person who reports, directly or indirectly, to the chief executive officer; and the chairman may not serve in any other position in the company or a controlled company, but he or she may serve as a director or chairman of a controlled company.
Our amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law. The foregoing descriptions summarize the material aspects and practices of our Board of Directors.
Our amended and restated articles of association permit us to exculpate (subject to the aforesaid limitation), indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law. The foregoing descriptions summarize the material aspects and practices of our Board.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to (a) who may not be a member of the committee and (b) who may not be present during committee deliberations as described above. 64 Our compensation committee is acting pursuant to a written charter, and consists of Messrs.
The compensation committee is subject to the same Companies Law restrictions as the audit committee as to (a) who may not be a member of the committee and (b) who may not be present during committee deliberations as described above. Our compensation committee is acting pursuant to a written charter, and consists of Messrs.
The board of directors oversees how management monitors compliance with our risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by us. The board of directors is assisted in its oversight role by an internal auditor.
The Board oversees how management monitors compliance with our risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by us. The Board is assisted in its oversight role by an internal auditor.
Pursuant to the Companies Law, neither the chief executive officer nor any of his or her relatives is permitted to serve as the chairman of the board of directors, and a company may not vest the chairman or any of his or her relatives with the chief executive officer’s authorities.
Pursuant to the Companies Law, neither the chief executive officer nor any of his or her relatives is permitted to serve as the chairman of the Board, and a company may not vest the chairman or any of his or her relatives with the chief executive officer’s authorities.
Unless otherwise expressly provided by the board of directors, the committees shall not be empowered to further delegate such powers. The composition and duties of our audit committee, financial statements examination committee and compensation committee are described below.
Unless otherwise expressly provided by the Board, the committees shall not be empowered to further delegate such powers. The composition and duties of our audit committee, financial statements examination committee and compensation committee are described below.
Our 2016 Plan is administered by our Board of Directors, regarding the granting of options and the terms of option grants, including exercise price, method of payment, vesting schedule, acceleration of vesting and the other matters necessary in the administration of this plan.
Our 2016 Plan is administered by our Board, regarding the granting of options and the terms of option grants, including exercise price, method of payment, vesting schedule, acceleration of vesting and the other matters necessary in the administration of this plan.
Our Chief Executive Officer is appointed by, and serves at the discretion of, our Board of Directors, subject to the services agreement that we have entered into with him. All other executive officers are appointed by our Chief Executive Officer.
Our Chief Executive Officer is appointed by, and serves at the discretion of, our Board, subject to the services agreement that we have entered into with him. All other executive officers are appointed by our Chief Executive Officer.
The board of directors must elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors and may also remove that director as chairman, unless otherwise provided in the articles of association with respect to the appointment of the chairman.
The Board must elect one director to serve as the chairman of the Board to preside at the meetings of the Board and may also remove that director as chairman, unless otherwise provided in the articles of association with respect to the appointment of the chairman.
Our Board of Directors has determined that that each member of our audit committee is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Stock Market rules.
Our Board has determined that that each member of our audit committee is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Stock Market rules.
Siboni has many years of professional experience, as well as a broad skillset, in fields such as engineering, marketing and business management of electronics, video, TV, multimedia, computerized systems, line and wireless telecommunication, design and development of systems and devices – including electro-optic radar systems. 55 Eli Yoresh, Chief Financial Officer Mr.
Siboni has many years of professional experience, as well as a broad skillset, in fields such as engineering, marketing and business management of electronics, video, TV, multimedia, computerized systems, line and wireless telecommunication, design and development of systems and devices – including electro-optic radar systems. 50 Eli Yoresh, Chief Financial Officer Mr.
Elbaz served as a Technical Projects Manager and as Vice President of Engineering at Replay Video Technologies Ltd. Mr. Elbaz holds a B.Sc. in Computer Engineering from Bar Ilan University, Israel, and an M.B.A. in Technological Companies Management from the College of Management. David Lempert, Vice President of Research and Development Mr.
Elbaz served as a Technical Projects Manager and then as Vice President of Engineering at Replay Video Technologies Ltd. Mr. Elbaz holds a B.Sc. in Computer Engineering from Bar Ilan University, Israel, and an M.B.A. in Technological Companies Management from the College of Management. 51 David Lempert, Vice President of Research and Development Mr.
The performance measurable objectives of our chairman and Chief Executive Officer will be determined annually by our compensation committee and Board of Directors.
The performance measurable objectives of our chairman and Chief Executive Officer will be determined annually by our compensation committee and Board.
Otherwise, there are no family relationships between any members of our executive management and our directors. B. Compensation. The following table presents in the aggregate all compensation we paid to all of our directors and senior management from January 1, 2022 through December 31, 2022.
Otherwise, there are no family relationships between any members of our executive management and our directors. B. Compensation. The following table presents in the aggregate all compensation we paid to all of our directors and senior management from January 1, 2023, through December 31, 2023.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.358 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.689 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel during such period of time.
In May 2020, our Board of Directors has determined that our audit committee shall serve also as a financial statements examination committee. Compensation Committee Under the Companies Law, the board of directors of any public company must establish a compensation committee.
In May 2020, our Board determined that our audit committee shall serve also as a financial statements examination committee. 60 Compensation Committee Under the Companies Law, the board of directors of any public company must establish a compensation committee.
Ms. Raz-Avayo is a certified public accountant in Israel, and holds a B.A. in Business Administration – Accounting and Finance, from the College of Management, and an M.F.A. in Film, TV and Screenwriting, from the Faculty of Arts of the Tel Aviv University. Moshe Scherf, Director Mr. Moshe Scherf has served on our Board of Directors since July 2021. Mr.
Raz-Avayo is a certified public accountant in Israel, and holds a B.A. in Business Administration – Accounting and Finance, from the College of Management, and an M.F.A. in Film, TV and Screenwriting, from the Faculty of Arts of the Tel Aviv University. Moshe Scherf, Director Mr. Moshe Scherf has served on the Board since July 2021. Mr.
Their terms of employment are subject to the approval of the Board of Directors’ compensation committee and of the Board of Directors and are subject to the terms of any applicable employment or services agreements that we may enter into with them and to our compensation policy.
Their terms of employment are subject to the approval of the Board compensation committee and of the Board and are subject to the terms of any applicable employment or services agreements that we may enter into with them and to our compensation policy.
Under the Companies Law, an audit committee that meets the requirements set forth for compensation committee in the Companies Law may serve also as a compensation committee. In February 2017, our Board of Directors has determined that our audit committee shall serve also as a compensation committee.
Under the Companies Law, an audit committee that meets the requirements set forth for compensation committee in the Companies Law may serve also as a compensation committee. In February 2017, our Board has determined that our audit committee shall serve also as a compensation committee.
The Companies Law does not specify to whom within us nor the manner in which required disclosures are to be made. We require our office holders to make such disclosures to our Board of Directors.
The Companies Law does not specify to whom within us nor the manner in which required disclosures are to be made. We require our office holders to make such disclosures to our Board.
Eli Yoresh has served as our Chief Financial Officer since March 2010, and was on our Board of Directors from October 2010 until August 2019. Mr. Yoresh is a seasoned executive with over 20 years of executive and financial management experience, mainly with companies from the financial, technology and industrial sectors. Since September 2018, Mr.
Eli Yoresh has served as our Chief Financial Officer since March 2010, and was on our Board from October 2010 until August 2019. Mr. Yoresh is a seasoned executive with over 20 years of executive and financial management experience, mainly with companies from the financial, technology and industrial sectors. Since September 2017 Mr.
Elbaz has more than 15 years of research and development experience with multidisciplinary and highly engineered electro-optical systems, image acquisition, image processing and 3D reconstruction. From 2009 to 2015, Mr. Elbaz served as an R&D Projects Manager and as an Application Product Team Leader at Orbotech Ltd. (Nasdaq: ORBK). From 2015 to 2016, Mr.
Elbaz has more than 15 years of research and development experience with multidisciplinary and highly engineered electro-optical systems, image acquisition, image processing and 3D reconstruction. From 2012 to 2015, Mr. Elbaz served as an R&D Projects Manager and as an Application Product Team Leader at Orbotech Ltd. (Nasdaq: ORBK). From February 2015 to October 2016, Mr.
Assia holds a B.Sc. in Electrical Engineering from Ben-Gurion University, Israel. Ehud Aharoni, Director Mr. Ehud Aharoni has served on our Board of Directors as an independent director since January 2016. Mr. Aharoni has also served on our Audit and Compensation Committee since January 2016. Mr.
Assia holds a B.Sc. in Electrical Engineering from Ben-Gurion University, Israel. Ehud Aharoni, Director Mr. Ehud Aharoni has served on the Board as an independent director since January 2016. Mr. Aharoni has also served on our Audit and Compensation Committee since January 2016. Mr.
All of our employees are located in Israel, except for two employees in China. None of our employees are represented by labor unions or covered by collective bargaining agreements. We believe that we maintain good relations with all of our employees.
All of our employees are located in Israel, except for two employees in China and one in Japan. None of our employees are represented by labor unions or covered by collective bargaining agreements. We believe that we maintain good relations with all of our employees.
The term “Special Majority” is defined in the Companies Law as: ● at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of the proposal (shares held by abstaining shareholders shall not be considered); or ● the total number of shares voted against the election of the external director, does not exceed 2% of the aggregate voting rights of the company.
The term “Special Majority” is defined in the Companies Law as: ● at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of the proposal (shares held by abstaining shareholders shall not be considered); or ● the total number of shares voted against the election of the external director, does not exceed 2% of the aggregate voting rights of the company. 56 The Companies Law provides for an initial three-year term for an external director.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition, assignment to us of intellectual property rights developed in the course of employment, and confidentiality. The enforceability of such provisions is limited by Israeli law. E. Share Ownership. See “Item 7.A.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition, assignment to us of intellectual property rights developed in the course of employment, and confidentiality. The enforceability of such provisions is limited by Israeli law. E. Share Ownership. See “Item 7.A. Major Shareholders” below. 69 F.
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or chief executive officer, with a holder of 5% or more of the issued share capital or voting power in the company or with the most senior financial officer.
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or chief executive officer, with a holder of 5% or more of the issued share capital or voting power in the company or with the most senior financial officer. 57 The term “relative” is defined in the Companies Law as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant; and the spouse of each of the foregoing persons.
Limitations The Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Under such exculpation agreements, we exculpate and release our office holders from any and all liability to us related to any breach by them of their duty of care to us to the fullest extent permitted by law, subject to the aforesaid limitations. 67 Limitations The Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply. 67 Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and 64 ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter.
Following the opposition of our shareholders, our Board of Directors and our compensation committee, in their respective meetings on March 31, 2022 and March 29, 2022, re-examined the amended and restated compensation policy and determined to adopt it and that adopting the amended and restated compensation policy would be beneficial to the Company, taking under consideration the shareholders’ opposition and, inter alia, based on the following reasons: (i) given their deep familiarity with the Company’s business, the manner in which it is managed and the applicable market conditions, the compensation committee and the Board of Directors have better perspective than the Company’s shareholders to determine whether the compensation the Company’s officers are eligible to, is fair and reasonable; (ii) the amended and restated compensation policy advances the Company’s objectives, business plan and long-term strategy, and creates appropriate incentives for the Company’s officers, in the light of the Company’s risk management, size and the nature of its business; (iii) all public Israeli companies are required to adopt a written compensation policy for their executives; therefore an absence of an effective compensation policy violates the applicable law and disposes the Company to certain penalties.
Following the opposition of our shareholders, our Board and our compensation committee, in their respective meetings on March 31, 2022 and March 29, 2022, re-examined the amended and restated compensation policy and determined to adopt it and that adopting the amended and restated compensation policy would be beneficial to the Company, taking under consideration the shareholders’ opposition and, inter alia, based on the following reasons: (i) given their deep familiarity with the Company’s business, the manner in which it is managed and the applicable market conditions, the compensation committee and the Board of Directors have better perspective than the Company’s shareholders to determine whether the compensation the Company’s officers are eligible to, is fair and reasonable; (ii) the amended and restated compensation policy advances the Company’s objectives, business plan and long-term strategy, and creates appropriate incentives for the Company’s officers, in the light of the Company’s risk management, size and the nature of its business; (iii) all public Israeli companies are required to adopt a written compensation policy for their executives; therefore an absence of an effective compensation policy violates the applicable law and disposes the Company to certain penalties. 61 The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Daniel Avidan has served on our Board of Directors as an external director since July 2017. From 2019 Mr. Avidan is serving as chief financial officer in MRR Thirteen Ltd. Mr. Avidan served as the chief executive officer of Sapir Corp Ltd. from 2014 to 2018. From 2012 to 2014, Mr.
Daniel Avidan has served on the Board as an external director since July 2017. From 2019 Mr. Avidan is serving as chief financial officer in MRR Thirteen Ltd. Mr. Avidan served as the chief executive officer of Sapir Corp Ltd. from 2014 to 2019. From 2012 to 2014, Mr. Avidan served in several positions in the Meuhedet Health Fund.
Yoresh also served as a director at Nano Dimension Ltd. (Nasdaq: NNDM). Mr. Yoresh served as the chief executive officer of Tomcar Global Holdings Ltd., a global manufacturer of off-road vehicles, from 2005 to 2008. Mr. Yoresh holds a B.A. in Business Administration from the College of Management and an M.A. in Law from Bar-Ilan University. Mr.
(Nasdaq: NNDM). Mr. Yoresh served as the chief executive officer of Tomcar Global Holdings Ltd., a global manufacturer of off-road vehicles, from 2005 to 2008. Mr. Yoresh holds a B.A. in Business Administration from the College of Management and an M.A. in Law from Bar-Ilan University. Mr. Yoresh is a Certified Public Accountant in Israel.
The following table sets forth information regarding our executive officers, key employees and directors as of the date of this annual report on Form 20-F: Name Age Position Haim Siboni 63 Chief Executive Officer, Director Eli Yoresh 52 Chief Financial Officer Levy Zruya 73 Chief Technology Officer Oren Bar-On 51 Vice President of Global Operations and Foresight Changzhou Chief Executive Officer Doron Cohadier 49 Vice President of Business Development Sivan Siboni Scherf 36 Vice President of Human Resources Dror Elbaz 44 Eye-Net Mobile’s Chief Operating Officer and Deputy Chief Executive Officer David Lempert 36 Vice President of Research and Development Izac Assia 51 Vice President of Product Ehud Aharoni (1) (2) 65 Director Daniel Avidan (1) (2) (3) 60 Director Zeev Levenberg (1) (2) (3) 59 Director Vered Raz-Avayo (2) 53 Director Moshe Scherf 39 Director (1) Member of our Audit, Compensation and Financial Statements Examination Committee.
The following table sets forth information regarding our executive officers, key employees and directors as of the date of this annual report on Form 20-F: Name Age Position Haim Siboni 64 Chief Executive Officer, Chairman of the Board Eli Yoresh 53 Chief Financial Officer Levy Zruya 74 Chief Technology Officer Oren Bar-On 52 Vice President of Global Operations and Foresight Changzhou Chief Executive Officer Sivan Siboni Scherf 37 Vice President of Human Resources Dror Elbaz 45 Eye-Net Mobile’s Chief Executive Officer David Lempert 37 Vice President of Research and Development Izac Assia 52 Vice President of Product Ehud Aharoni (1) (2) 66 Director Daniel Avidan (1) (2) (3) 61 Director Zeev Levenberg (1) (2) (3) 60 Director Vered Raz-Avayo (2) 54 Director Moshe Scherf 40 Director (1) Member of our Audit, Compensation and Financial Statements Examination Committee.
Alternate Directors Our amended and restated articles of association provide, as allowed by the Companies Law, that any director may, subject to the conditions set thereto, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever.
We may use these exemptions in the future if we do not have a controlling shareholder. 58 Alternate Directors Our amended and restated articles of association provide, as allowed by the Companies Law, that any director may, subject to the conditions set thereto, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever.
Our amended and restated articles of association provide that the number of Board of Directors’ members (including external directors) shall be set by the general meeting of the shareholders, provided that it will consist of not less than three and not more than ten members.
Our amended and restated articles of association provide that the number of Board members (including external directors) shall be set by the general meeting of the shareholders, provided that it will consist of not less than three and not more than ten members. Pursuant to the Companies Law, the management of our business is vested in our Board.
The options vest in equal quarterly installments over 12 quarters until fully vested. We recorded, in our 2022 statement of comprehensive loss, an expense of $6, with respect to such grants, which is included in general and administrative expenses. Employment Agreements We have entered into written employment or services agreements with each of our executive officers.
The options vest in equal quarterly installments over 12 quarters until fully vested. We recorded, in our 2022 statement of comprehensive loss, an expense of $6, with respect to such grants, which is included in general and administrative expenses.
The 2016 Plan also permits granting options to Israeli grantees who do not qualify under Section 102(b)(2). 73 As a default, our 2016 Plan provides that upon termination of employment for any reason, other than in the event of death or disability, all unvested options will expire and all vested options will generally be exercisable for 6 months following such termination, or such other period as determined by the plan administrator, subject to the terms of the 2016 Plan and the governing option agreement.
As a default, our 2016 Plan provides that upon termination of employment for any reason, other than in the event of death or disability, all unvested options will expire and all vested options will generally be exercisable for 6 months following such termination, or such other period as determined by the plan administrator, subject to the terms of the 2016 Plan and the governing option agreement.
External directors must meet stringent standards of independence. As of the date hereof, our external directors are Messrs. Zeev Levenberg and Daniel Avidan.
As of the date hereof, our external directors are Messrs. Zeev Levenberg and Daniel Avidan.
Our 2016 Plan was adopted by our Board of Directors in November 2015 and expires in November 2025. Our employees, directors, officers, and services providers, including those who are our controlling shareholders, if any, as well as those of our affiliated companies, are eligible to participate in this plan.
Our employees, directors, officers, and services providers, including those who are our controlling shareholders, if any, as well as those of our affiliated companies, are eligible to participate in this plan.
Pursuant to the Companies Law, the management of our business is vested in our Board of Directors. Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our Board of Directors.
Our Board may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our Board.
Under the Companies Law, all arrangements as to compensation and indemnification or insurance of office holders require approval of the compensation committee and board of directors, and compensation of office holders who are directors must be also approved, subject to certain exceptions, by the shareholders, in that order. 68 Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
Under the Companies Law, all arrangements as to compensation and indemnification or insurance of office holders require approval of the compensation committee and board of directors, and compensation of office holders who are directors must be also approved, subject to certain exceptions, by the shareholders, in that order.
Avidan holds a B.A. in Economics from the Hebrew University of Jerusalem. 57 Zeev Levenberg, Director Mr. Zeev Levenberg has served on our Board of Directors as an external director since July 2011. Mr. Levenberg served as the co-founder, director and chief executive officer of My Connecting Group Ltd from 2015 to 2020. Mr.
Zeev Levenberg has served on the Board as an external director since July 2011. Mr. Levenberg served as the co-founder, director and chief executive officer of My Connecting Group Ltd from 2015 to 2020. Mr.
On December 31, 2020, we had 59 full-time employees and 5 part-time employees, out of which 45 employees worked in our R&D department, 9 employees in management and administration, 5 employees in sales, and marketing and 5 employees in operations.
On December 31, 2022, we had 81 full-time employees and 6 part-time employees, out of which 64 employees worked in our R&D department, 10 employees in management and administration, 8 employees in sales and marketing, and 5 employees in operations.
Avidan served in several positions in the Meuhedet Health Fund. From 2010 to 2012, Mr. Avidan served as the chief executive officer of Adumim A.D. Holdings Ltd. Between the years 1989 to 2010, Mr. Avidan held senior finance positions in four public companies in Israel and abroad. Mr.
From 2010 to 2012, Mr. Avidan served as the chief executive officer of Adumim A.D. Holdings Ltd. Between the years 1989 to 2010, Mr. Avidan held senior finance positions in four public companies in Israel and abroad. Mr. Avidan holds a B.A. in Economics from the Hebrew University of Jerusalem. Zeev Levenberg, Director Mr.
Salary and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation (1) All directors and senior management as a group, consisting of 14 persons as of December 31, 2022 $ 1,872,769 $ 230,325 $ 515,345 (1) The Company estimates the fair value of share options granted as equity awards using a Black-Scholes option-pricing model.
Salary and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation (1) All directors and senior management as a group, consisting of 13 persons as of December 31, 2023 $ 1,185,608 $ 182,680 $ 454,024 (1) The Company estimates the fair value of share options granted as equity awards using a Black-Scholes option-pricing model.
(2) Independent director under Nasdaq Stock Market rules. (3) External director under Israeli law. Haim Siboni, Chief Executive Officer, Director Mr. Haim Siboni has served as our Chief Executive Officer and on our Board of Directors since December 2015. Mr.
(2) Independent director under Nasdaq Stock Market rules. (3) External director under Israeli law. Haim Siboni, Chief Executive Officer, Director Mr. Haim Siboni has served as our Chief Executive Officer and on the Board since January 2016. Mr. Siboni has also served as the chief executive officer and as a director of Magna, our significant shareholder, since January 2001. Mr.
Such exemptions include an exemption from the requirement to appoint external directors and the requirement that an external director be a member of certain committees, as well as the exemption from limitations on directors’ compensation. We may use these exemptions in the future if we do not have a controlling shareholder.
Such exemptions include an exemption from the requirement to appoint external directors and the requirement that an external director be a member of certain committees, as well as the exemption from limitations on directors’ compensation.
We currently have directors’ and officers’ liability insurance, providing total coverage of $15,000,000 for the benefit of all of our directors and officers, in respect of which we paid a twelve-month premium of $155,000, which expires on June 28, 2023. 69 Indemnification The Companies Law provides that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification: ● a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court.
Indemnification The Companies Law provides that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification: ● a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court.
Each director, except external directors, will hold office until the next annual general meeting of our shareholders following his or her appointment, or until he or she resigns or unless he or she is removed by a majority vote of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our amended and restated articles of association. 59 In addition, under certain circumstances, our amended and restated articles of association allow our Board of Directors to appoint directors to fill vacancies on our Board of Directors or in addition to the acting directors (subject to the limitation on the number of directors), until the next annual general meeting or special general meeting in which directors may be appointed or terminated.
Each director, except external directors, will hold office until the next annual general meeting of our shareholders following his or her appointment, or until he or she resigns or unless he or she is removed by a majority vote of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our amended and restated articles of association.
Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits.
Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits. The 2016 Plan also permits granting options to Israeli grantees who do not qualify under Section 102(b)(2).
Each such indemnification agreement provides the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officer’s insurance. 70 Exculpation Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
Exculpation Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
A less significant portion of the chairman’s and/or the Chief Executive Officer’s annual cash bonus may be based on a discretionary evaluation of the chairman’s or the Chief Executive Officer’s respective overall performance by the compensation committee and the Board of Directors based on qualitative criteria. 66 The equity-based compensation under our compensation policy for our executive officers (including members of our Board of Directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
The equity-based compensation under our compensation policy for our executive officers (including members of our Board) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term.
Yoresh is a Certified Public Accountant in Israel. Levy Zruya, Chief Technology Officer Mr. Levy Zruya has served as our Chief Technology Officer since January 2019. Mr. Zruya is a co-founder of Magna, our significant shareholder. Mr. Zruya also continues to serve as Magna’s Chief Technology Officer, a position he has held since 2001. Mr.
Levy Zruya, Chief Technology Officer Mr. Levy Zruya has served as our Chief Technology Officer since January 2019. Mr. Zruya is a co-founder of Magna, our significant shareholder. Mr. Zruya also continues to serve as Magna’s Chief Technology Officer, a position he has held since 2001. Mr. Zruya has extensive experience in the electro-optics, electronics, software and communication fields.
All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and most of them contain also customary provisions regarding assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
Employment Agreements We have entered into written employment or services agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and most of them contain also customary provisions regarding assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law.
In case the remuneration of the directors is in accordance with regulations applicable to remuneration of the external directors then such remuneration shall be exempt from the approval of the general meeting.
In case the remuneration of the directors is in accordance with regulations applicable to remuneration of the external directors then such remuneration shall be exempt from the approval of the general meeting. Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply.
Exercise prices in NIS are translated into U.S. dollars at the rate of NIS 3.677 = U.S. $1.00, based on the closing rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel on March 20, 2023.
Exercise prices in NIS are translated into U.S. dollars at the rate of NIS 3.604 = U.S. $1.00, based on the closing rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel on March 21, 2024. Our 2016 Plan was adopted by our Board in November 2015 and expires in November 2025.
Raz-Avayo served as chief financial officer at one of the companies under the Leviev group. In addition, during the last 13 years Ms. Raz-Avayo has been an external director of several publicly traded companies. Currently, Ms. Raz-Avayo is an external director at Apollo Power Ltd., a director at Nayax Ltd. (TASE:NYAX) and a director in Shikun & Binui Energy Ltd.
Raz-Avayo has been an external director of several publicly traded companies. Currently, Ms. Raz-Avayo is an external director at Apollo Power Ltd., a director at Nayax Ltd. (TASE:NYAX) and a director in Shikun & Binui Energy Ltd. Ms.
Zruya has extensive experience in the electro-optics, electronics, software and communication fields. He was involved in several projects mainly with the Israel Defense Force and Israel Aerospace Industries, among them, night vision systems, infra-red sensor simulations, targets detecting and tracking. Mr. Zruya holds a B.Sc. in Engineering from the Technion - Israel Institute of Technology.
He was involved in several projects mainly with the Israel Defense Force and Israel Aerospace Industries, among them, night vision systems, infra-red sensor simulations, targets detecting and tracking. Mr. Zruya holds a B.Sc. in Engineering from the Technion - Israel Institute of Technology. Oren Bar-On, Vice President of Global Operations and Foresight Changzhou Chief Executive Officer Mr.
(Nasdaq: MDGS), since November 2020 as a director of Gix Internet Ltd (TASE: GIX), since August 2021 as a director of Elbit Imaging Ltd (TASE: EMITF), since April 2022 as a director of Rail Vision Ltd (Nasdaq: RVSN) and since August 2022 as a director in Jeff Brands Ltd (Nasdaq: JFBR). Mr.
(Nasdaq: MDGS), since November 2020 as a director and since September 2022 as the chairman of the board of Gix Internet Ltd (TASE: GIX), since August 2021 as a director of Elbit Imaging Ltd (TASE: EMITF), and since September 2021 as a director in Jeff Brands Ltd (Nasdaq: JFBR). Mr. Yoresh also served as a director at Nano Dimension Ltd.
The term “office holder” is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of that person’s title, a director and any other manager directly subordinate to the general manager. 62 In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority, or the ISA, or of an Israeli stock exchange.
In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority, or the ISA, or of an Israeli stock exchange.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2022.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers.
On July 16, 2020, following the approval of our audit committee and the Board of Directors, our shareholders approved, among others, appointing Mr. Zeev Levenberg for an additional (fourth) three-year term.
On July 27, 2023, following the approval of our audit committee and the Board of Directors, our shareholders approved, among others, appointing Messrs. Dan Avidan and Zeev Levenberg for an additional (third and fifth, respectively) three-year terms.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

25 edited+5 added−15 removed9 unchanged
Compensation” for compensation to our directors and officers. Options Since our inception we have granted options to purchase our Ordinary Shares to our officers and our directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. We describe our option plan under “Item 6.E.
Options Since our inception we have granted options to purchase our Ordinary Shares to our officers and our directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. We describe our option plan under “Item 6.E.
On January 30, 2022, the Company’s shareholders approved the extension of the services agreement with Magna for twelve (12) additional months with an option to extend the agreement for two (2) additional twelve (12) month periods, which right has been exercised by Foresight Automotive for the first additional twelve (12) month period.
On January 30, 2022, the Company’s shareholders approved the extension of the services agreement with Magna for twelve (12) additional months with an option to extend the agreement for two (2) additional twelve (12) month periods, which right has been exercised by Foresight Automotive for the first and second additional twelve (12) month periods.
On the other hand, there were decreases in the percentage ownership of entities affiliated with Magna from 10.72% to 7.36%, which was due to a corporate restructuring of Magna in which certain shareholders of Magna exchanged their shares of Magna for our Ordinary Shares.
On the other hand, there was a decrease in the percentage ownership of entities affiliated with Magna from 10.72% to 7.36%, which was due to a corporate restructuring of Magna in which certain shareholders of Magna exchanged their shares of Magna for our Ordinary Shares.
The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 20, 2023 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our voting securities. ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
The following table sets forth information regarding beneficial ownership of our Ordinary Shares as of March 21, 2024 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our voting securities. 70 ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
Changes in Percentage Ownership by Major Shareholders Over the course of 2022, there were no increases in the percentage ownership of our major shareholders.
Over the course of 2022, there were no increases in the percentage ownership of our major shareholders.
Over the course of 2020, there were no increases in the percentage ownership of our major shareholders.
Over the course of 2021, there were no increases in the percentage ownership of our major shareholders.
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of us at a subsequent date. 76 B. Related Party Transactions. See “Item 6.B.
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of us at a subsequent date. B. Related Party Transactions. See “Item 6.B. Compensation” for compensation to our directors and officers.
According to the updated agreement, the monthly payment to Magna for the research and development services will not exceed NIS 235,000 (approximately $73,000 at the time of the extension) plus VAT.
According to the updated agreement approved by our shareholders, the monthly payment to Magna for the research and development services will not exceed NIS 235,000 (approximately $72,000 at the time of the extension) plus VAT.
Based upon a review of the information provided to us by The Bank of New York Mellon, the depositary of the ADSs, as of March 29, 2023, there were 89 holder of record of the ADSs on record with the Depository Trust Company.
Based upon a review of the information provided to us by The Bank of New York Mellon, the depositary of the ADSs, as of March 22, 2024, there were 94 holders of record of the ADSs on record with the Depository Trust Company.
Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect power to direct the management and policies of the entity. 74 (2) The percentages shown are based on 322,979,556 Ordinary Shares issued and outstanding as of March 20, 2023.
Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect power to direct the management and policies of the entity.
Assia options have expiration dates ranging from March 2026 to August 2029. (16) Includes options to purchase 66,667 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share. Mr. Scherf options have expiration date until October 2029.
(14) Includes options to purchase 558,333 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Assia options have expiration dates ranging from March 2026 to August 2029.
No. of Shares Beneficially Owned (1) Percentage Owned (2) Holders of more than 5% of our voting securities: Haim Siboni (3) 30,198,029 9.17 % Directors and executive officers: Ehud Aharoni (4) 666,667 0.21 % Daniel Avidan (5) 374,000 0.12 % Doron Cohadier (6) 595,461 0.18 % Dror Elbaz (7) 212,892 0.07 % Zeev Levenberg (8) 150,105 0.05 % Eli Yoresh (9) 2,416,667 0.74 % Vered Raz-Avayo (10) 516,667 0.16 % Oren Baron (11) 1,333,334 0.41 % Levi Zruya (12) 450,000 0.14 % Sivan Siboni Scherf (13) 900,000 0.28 % David Lempert (14) 1,025,267 0.32 % Izac Assia (15) 325,000 0.10 % Moshe Scherf (16) 66,667 0.02 % All directors and executive officers as a group (14 persons) 11.97 % (1) Beneficial ownership is determined in accordance with the rules of the SEC.
No. of Shares Beneficially Owned (1) Percentage Owned (2) Holders of more than 5% of our voting securities: Haim Siboni (3) 42,600,456 9.11 % Directors and executive officers: Ehud Aharoni (4) 800,000 0.17 % Daniel Avidan (5) 399,000 0.09 % Dror Elbaz (6) 212,892 0.05 % Zeev Levenberg (7) 250,105 0.05 % Eli Yoresh (8) 3,083,333 0.67 % Vered Raz-Avayo (9) 650,000 0.14 % Oren Baron (10) 1,591,667 0.34 % Levi Zruya (11) 450,000 0.10 % Sivan Siboni Scherf (12) 1,850,000 0.4 % David Lempert (13) 1,225,267 0.27 % Izac Assia (14) 558,333 0.12 % Moshe Scherf (15) 200,000 0.04 % All directors and executive officers as a group (13 persons) 11.55 % (1) Beneficial ownership is determined in accordance with the rules of the SEC.
(8) Includes options to purchase 150,105 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share. Mr. Levenberg’s options have expiration dates until July 2027.
(7) Includes options to purchase 250,105 Ordinary Shares that are exercisable within 60 days as of March 21,2024, at an average exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Levenberg’s options have expiration dates ranging from July 2027 to July 2030.
Mr. Cohadier’s options have expiration dates ranging from May 2024 to August 2029. (7) Includes options to purchase 212,892 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share. Mr. Elbaz’s options have expiration dates until May 2024.
Avidan’s options have expiration dates ranging from Aug 2027 to July 2030. 71 (6) Includes options to purchase 212,892 Ordinary Shares that are exercisable within 60 days as of March 21,2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Elbaz’s options have expiration dates until May 2024.
Zruya’s options have expiration dates ranging from August 2024 to July 2027. 75 (13) Includes options to purchase 150,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 2.31 (approximately $0.63) per share; and (ii) options to purchase 700,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share; and (iii) options to purchase 50,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share.
(11) Includes options to purchase 450,000 Ordinary Shares that are exercisable within 60 days as of March 21,2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Zruya’s options have expiration dates ranging from August 2026 to July 2027.
(15) Includes options to purchase 150,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share; and (ii) options to purchase 175,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price NIS 1 (approximately $0.27) per share. Mr.
(15) Includes options to purchase 200,000 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Scherf options have expiration date until October 2029.
Record Holders Based upon a review of the information provided to us by our registrar in Israel, as of March 20, 2023, there were a total of 13 holders of record of our Ordinary Shares, of which all record holders had registered addresses in Israel.
On the other hand, there was a decrease in the percentage ownership of entities affiliated with Magna from 11.47% to 10.72%, which was due to the dilution of their ownership as a result of equity offerings. 72 Record Holders Based upon a review of the information provided to us by our registrar in Israel, as of March 21, 2024, there were a total of 12 holders of record of our Ordinary Shares, of which all record holders had registered addresses in Israel.
(4) Includes (i) options to purchase 600,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53); and (ii) options to purchase 66,667 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share. Mr.
Aharoni’s options have expiration dates ranging from February 2026 to October 2029. (5) Includes (i) options to purchase 399,000 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr.
(5) Includes (i) options to purchase 75,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 6.13 (approximately $1.67) per share; and (ii) options to purchase 299,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share.
(13) Includes options to purchase 1,225,267 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Lempert’s options have expiration dates ranging from November 2024 to August 2029.
Siboni is the chief executive officer and a director of Magna. Mr. Siboni’s options have expiration dates ranging from May 2024 to October 2029.
Siboni is the chief executive officer and a director of Magna. Mr. Siboni’s options have expiration dates ranging from May 2026 to October 2029. (4) Includes (i) options to purchase 800,000 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14). Mr.
(10) Includes options to purchase 300,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 6.13 (approximately $1.67) per share; and (ii) options to purchase 150,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share; and (iii) options to purchase 66,667 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share.
(10) Includes options to purchase 1,591,667 Ordinary Shares that are exercisable within 60 days as of March 21,2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Baron’s options have expiration dates ranging from November 2024 to August 2029.
(14) Includes options to purchase 325,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share; and (ii) options to purchase 650,267 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share; and (iii) options to purchase 50,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share.
(9) Includes options to purchase 650,000 Ordinary Shares that are exercisable within 60 days as of March 21,2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Ms. Raz-Avayo’s options have expiration dates ranging from August 2026 to October 2029.
(12) Includes options to purchase 300,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share; and (ii) options to purchase 150,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share. Mr.
(12) Includes (i) 750,000 Ordinary Shares held by Sivan and Moshe Scherf; (ii) options to purchase 1,100,000 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Ms. Siboni Scherf’s options have expiration dates ranging from May 2026 to October 2029.
(9) Includes (i) options to purchase 2,250,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share; and (ii) options to purchase 166,667 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share.
(8) Includes (i) options to purchase 3,083,333 Ordinary Shares that are exercisable within 60 days as of March 21,2024, at an average exercise price of NIS 0.5 (approximately $0.14) per share. Mr. Yoresh’s options have expiration dates ranging from June 2027 to August 2029.
Ltd.; (ii) options to purchase 2,000,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 2.31 (approximately $0.63) per share; and (iii) options to purchase 4,113,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share; and (iii) options to purchase 333,333 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27), Mr.
(2) The percentages shown are based on 459,778,056 Ordinary Shares issued and outstanding as of March 21, 2024. (3) Includes (i) 34,820,789 Ordinary Shares held by Magna – B.S.P. Ltd.; (ii) options to purchase 7,446,333 Ordinary Shares that are exercisable within 60 days as of March 21, 2024, at an exercise price of NIS 0.5 (approximately $0.14) per share. Mr.
Removed
(3) Includes (i) 23,751,696 Ordinary Shares held by Magna – B.S.P.
Added
Changes in Percentage Ownership by Major Shareholders Over the course of 2023 there was an increase in the percentage ownership of our major shareholder Magna from 7.36% to 7.57%, which was partly due to Magna’s acquisition of shares in a registered direct offering on December 7, 2023, offset by sale of 0.85% of the Company’s shares by Magna during that period to some of Magna’s shareholders due to internal restructuring in Magna.
Removed
Aharoni’s options have expiration dates ranging from February 2024 to October 2029.
Added
On December 18, 2023, as a result of cost-saving measures implemented by the Company, it was mutually agreed with Magna that, starting October 1, 2023, development services would not exceed NIS 70,000 (approximately $19,000) plus VAT per month. Additionally, for the period of October to December 2023, payment would be deferred, contingent upon the Company raising USD 5 million gross.
Removed
Mr. Avidan’s options have expiration dates ranging from July 2024 to January 2027.
Added
If the fundraising does not occur by the Board meeting convened to review the financial statements for the twelve months ending December 31, 2023, the payment for the development services provided from October to December 2023 will be waived. As of March 27, 2024, a total amount of $42,000 waived and recorded in equity as a contribution from Magna.
Removed
(6) Includes options to purchase 78,793 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share; and (ii) options to purchase 466,668 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share; and (iii) options to purchase 50,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share.
Added
In addition, our Chief Executive Officer, Mr. Haim Siboni, and our Chief Technology Officer, Mr. Levi Zruya, serve as Magna’s Chief Executive Officer and Chief Technology Officer, respectively. 73 There were two insider participants of in the Registered Direct Offering: our Chief Executive Officer, through the participation of Magna, and also Sivan Siboni-Scherf.
Removed
Mr. Yoresh’s options have expiration dates ranging from June 2027 to August 2029.
Added
The aggregate amount invested by the insider participants in the Registered Direct Offering was $525,000. C. Interests of Experts and Counsel. None.
Removed
Ms. Raz-Avayo’s options have expiration dates ranging from August 2024 to October 2029.
Removed
(11) Includes options to purchase 700,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1.95 (approximately $0.53) per share; and (ii) options to purchase 583,334 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an average exercise price of NIS 1.06 (approximately $0.29) per share; and (iii) options to purchase 50,000 Ordinary Shares that are exercisable within 60 days of March 20, 2023, at an exercise price of NIS 1 (approximately $0.27) per share.
Removed
Mr. Baron’s options have expiration dates ranging from November 2024 to August 2029.
Removed
Ms. Siboni Scherf’s options have expiration dates ranging from May 2017 to October 2029.
Removed
Mr. Lempert’s options have expiration dates ranging from November 2024 to August 2029.
Removed
Over the course of 2021, there were no increases in the percentage ownership of our major shareholders. On the other hand, there were decreases in the percentage ownership of entities affiliated with Magna from 11.47% to 10.72%, which was due to the dilution of their ownership as a result of equity offerings.
Removed
On the other hand, there were decreases in the percentage ownership of entities affiliated with (i) Magna from 23.2% to 11.47%, which was due to the dilution of their ownership as a result of equity offerings (ii) Ionic Ventures LLC (from 9.98% to 0%), which was due to the sale of their holdings. and (iii) Harel Insurance Investments & Financial Services Ltd.
Removed
(from 6.3% to 3.8%), which was due to the dilution of their ownership as a result of equity offerings.
Removed
On January 28, 2019, the Company’s shareholders approved the extension of the services agreement with Magna for 12 additional months with an option to extend the agreement for two additional 12 month periods, which right has been exercised by Foresight Automotive for the two additional 12 month periods.
Removed
According to the updated agreement, the monthly payment to Magna for the research and development services will not exceed NIS 235,000 (approximately $72,000 at the time of the extension) plus VAT. In addition, our Chief Executive Officer, Mr. Haim Siboni, and our Chief Technology Officer, Mr. Levi Zruya, serve as Magna’s Chief Executive Officer and Chief Technology Officer, respectively. C.

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