Exhibit 99.1

Foresight Announces Second Quarter 2023 Financial Results

Ness Ziona, Israel — August 23, 2023 — Foresight Autonomous Holdings Ltd., an innovator in automotive vision systems (Nasdaq and TASE: FRSX) (the “Company” or “Foresight”), today reported financial results for the second quarter of 2023. Foresight ended the first half of 2023 with revenues of $55,000 and with $17.8 million in cash, cash equivalent, restricted cash, and short-term deposits.

The Company reported a U.S. generally accepted accounting principles (“GAAP”) net loss of $6.1 million and a non-GAAP net loss of $5.6 million for the second quarter of 2023, compared to a GAAP net loss of $10.1 million and a non-GAAP net loss of $9.7 million for the second quarter of 2022, reflecting a decrease of 40% and 42%, respectively.

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

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

Second Quarter Corporate Highlights:

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

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

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

Second Quarter 2023 Financial Results

First Half 2023 Financial Results

Use of Non-GAAP Financial Results

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the Company’s earnings release contains non-GAAP financial measures of net loss for the period that exclude the effect of stock-based compensation expenses. The Company’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of the Company’s ongoing operations. Management also uses both GAAP and non-GAAP information in evaluating and operating business internally and as such deemed it important to provide all this information to investors. The non-GAAP financial measures disclosed by the Company should not be considered in isolation or as a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. Reconciliations between GAAP measures and non-GAAP measures are provided later in this press release.

About Foresight

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

Foresight’s vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to different markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge AI technology and advanced analytics.

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on Twitter, or join Foresight Automotive on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight is using forward-looking statements in this press release when it discusses the Elbit commercialization agreement is a validation of its technology by one of the world’s leading defense suppliers, the potential revenues that may be realized under that agreement, that Tier One suppliers’ interest in its products are expected to convert into paying customers in the coming quarters, that the ADS ratio change ensures that it will be able to focus on business expansion and technological innovation as the Company takes advantage of the transition to autonomous driving solutions. Because such statements deal with future events and are based on Foresight’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Foresight’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

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FORESIGHT AUTONOMOUS HOLDINGS LTD.

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2022, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 30, 2023, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Foresight” refer to Foresight Autonomous Holdings Ltd. and its subsidiaries, Foresight Automotive Ltd., an Israeli corporation, or Foresight Automotive, Eye-Net Mobile Ltd., an Israeli corporation, or Eye-Net Mobile, and Foresight Changzhou Automotive Ltd., a Chinese Corporation, or Foresight Changzhou.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2023, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

The following financial data in this narrative are expressed in thousands of U.S. dollars, except for share and per share data or as otherwise noted.

Overview

We are a technology company engaged in development of smart multi-spectral 3D vision software solutions and cellular-based applications. Through our wholly owned subsidiaries, Foresight Automotive, Foresight Changzhou and Eye-Net Mobile, we develop both “in-line-of-sight” vision solutions and “beyond-line-of sight” accident-prevention solutions.

Our 3D vision solutions include modules of automatic calibration and dense 3D point cloud that can be applied to diverse markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge artificial intelligence, or AI technology and advanced analytics.

Operating Expenses

Our current operating expenses consist of three components — research and development expenses, sales and marketing expenses and general and administrative expenses.

Research and development expenses, net

Our research and development expenses, net consist primarily of salaries and related personnel expenses, subcontracted work and consulting and other related research and development expenses, partially offset by participation from the European Horizon 2020 program.

The following table discloses the breakdown of research and development expenses, net:

Marketing and sales

Our marketing and sales expenses consist primarily of salaries and related personnel expenses, consultants, exhibitions and conventions, and other marketing and sales expenses.

The following table discloses the breakdown of marketing and sales expenses:

General and administrative

General and administrative expenses consist primarily of salaries and related personnel expenses, service providers share-based compensation expenses, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), director’s fees and insurance and other general and administrative expenses.

The following table discloses the breakdown of general and administrative expenses:

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

Results of Operations

Revenues

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

Research and development expenses, net

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

Marketing and sales

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

General and administrative

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

Operating loss

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

Financial expense, net

Financial expense, net primarily consists of revaluations of marketable securities, exchange rate differences, interest received from bank deposits and bank fees.

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

Net loss

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

Overview

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

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

Operating Activities

Net cash used in operating activities of approximately $7,983 during the six months ended June 30, 2023, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, patent expenses, director’s fees, rent and other miscellaneous expenses.

Net cash used in operating activities of approximately $8,107 during the six months ended June 30, 2022, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, patent expenses, director’s fees, rent and other miscellaneous expenses.

Investing Activities

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

Net cash provided by investing activities of approximately $5,758 during the six months ended June 30, 2022, was primarily provided by changes in short-term deposits of approximately $7,008, offset by investment in Rail Vision. of approximately $1,001.

Financing Activities

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

Current Outlook

We have financed our operations to date primarily through proceeds from sales of our ordinary shares and ADSs , including through the use of sales agreement with A.G.P./Alliance Global Partners, dated January 22, 2021, and the sale and exercise of warrants. We have incurred losses and generated negative cash flows from operations since January 2011. Since January 2011, we have not generated significant revenue from the sale of products, however, we expect to see an increase in our revenue from the sale of our products in the coming years, though there is no guarantee we will be successful in doing so.

Until we can generate significant recurring revenues and achieve profitability, we may need to seek additional sources of funds through the sale of additional equity securities, debt or other securities. Any required additional capital, whether forecasted or not, may not be available on reasonable terms, or at all. If we are unable to obtain additional financing or are unsuccessful in commercializing our products and securing sufficient funding, we may be required to reduce activities, curtail or even cease operations. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

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

A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report.

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting estimates is included in “Item 5. Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2022, included elsewhere in this Report Form 6-K.