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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For
the month of: August
Commission
file number:
(Translation of registrant’s name into English)
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
This Report of Foreign Private Issuer on Form 6-K consists of: (i) Foresight Autonomous Holdings Ltd.’s (the “Registrant”) press release issued on August 14, 2026, titled “Foresight Reports Second Quarter 2026 and First Half 2026 Financial Results,” which is attached hereto as Exhibit 99.1; (ii) the Registrant’s Interim Condensed Consolidated Financial Statements as of June 30, 2026, which is attached hereto as Exhibit 99.2; and (iii) the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.3.
The bullet points of the section titled “First Half 2026 Highlights,” the sections titled “Second Quarter 2026 Financial Results,” “First Half 2026 Financial Results,” “Balance Sheet Highlights,” and “Forward-Looking Statements,” and the GAAP financial statements in the press release attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-276709, 333-286221 and 333-292104) and Form S-8 (Registration Nos. 333-229716, 333-239474, 333-268653, 333-280778 and 333-293074), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Foresight Autonomous Holdings Ltd. | ||
| (Registrant) | ||
| Date: August 14, 2026 | By: | /s/ Eli Yoresh |
| Name: | Eli Yoresh | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Foresight Reports Second Quarter 2026 and First Half 2026 Financial Results
NESS ZIONA, Israel — August 14, 2026— Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, today reported financial results for the second quarter and first half of 2026.
First Half 2026 Highlights
| ● | January 7, 2026 – Eye-Net Mobile Ltd (“Eye-Net”) showcased its commercially ready vehicle-to-everything (“V2X”) collision prevention technology at CES 2026, demonstrating its ability to provide beyond-line-of-sight alerts designed to enhance the safety of vulnerable road users. The event increased industry visibility while reinforcing the Company’s position in the connected mobility ecosystem. | |
| ● | February 9, 2026 – Eye-Net, together with Renault Group and Orange, successfully completed a large-scale live trial of its V2X collision prevention solution in Bordeaux, France. The successful demonstration validated the technology’s performance in a real-world public transportation environment and advanced ongoing commercialization discussions with project partners. | |
| ● | April 24, 2026 – Foresight entered into a Proof-of-Concept (“POC”) agreement with a leading European automotive manufacturer to evaluate its artificial intelligence (“AI”)-powered stereo vision solution for off-road driving applications. The engagement further validates the Company’s growing presence within the automotive sector and supports future joint development opportunities for advanced perception technologies | |
| ● | June 16, 2026 – Foresight demonstrated its advanced 3D perception technologies at the Eurosatory 2026 alongside VisionWave Holdings, Inc. (“VisionWave”), showcasing the integration of its multi-spectral vision solutions into autonomous defense platforms. The demonstration highlighted the companies’ progress in advancing autonomous navigation capabilities for defense applications and further strengthened their strategic collaboration. | |
| ● | June 8, 2026 –In June 2026, Foresight entered into securities exchangeagreement (the “Agreement”) for a potential strategic investment in Foresight by VisionWave and with the intent of leveraging the synergies between the parties by integrating the Company’s camera-based perception systems into VisionWave’s defense and commercial autonomous products. The Agreement’s implementation was subject to shareholder approval. On July 23, 2026, the Company’s shareholders did not approve the previously announced Agreement with VisionWave. As a result, the transaction was not completed and will not be moving forward. |
Haim Siboni, Chief Executive Officer of Foresight, commented: “During the first half of 2026, we continued to strengthen our strategic positioning through new collaborations, technology demonstrations and validation programs across several high-growth markets. We made important progress expanding relationships with industry leaders in defense, automotive and smart mobility while further demonstrating the versatility of our multi-spectral perception technologies. We remain focused on converting these strategic initiatives into long-term commercial opportunities.”
Second Quarter 2026 Financial Results
| ● | Revenues for the three months ended June 30, 2026, were $86,000, compared to $128,000 for the three months ended June 30, 2025. The revenues were generated primarily by Foresight from the commercialization agreement with Elbit Systems Ltd. (“Elbit”) and from the completion of a successful POC with a leading European car manufacturer to validate Foresight’s stereo vision AI-based solution for off-road driving scenarios. | |
| ● | Research and development (R&D) expenses, net for the three months ended June 30, 2026, were $1,932,000, a decrease of 10.4% compared to $2,156,000 for the three months ended June 30, 2025. The decrease is mainly attributable to the recognition of a $189,000 grant from the Israeli Innovation Authority under the India-Israel Industrial R&D and Technological Innovation Fund program, supporting the Company’s collaboration with a leading Indian drone manufacturer to develop rugged autonomous industrial drones equipped with multi-spectrum sensing. |
| ● | Sales and marketing (S&M) expenses for the three months ended June 30, 2026, were $386,000, an increase of 30.8% compared to $295,000 for the three months ended June 30, 2025. The increase was primarily attributable to the reclassification of certain employee expenses from R&D expenses to S&M expenses following changes in roles and responsibilities. | |
| ● | General and administrative (G&A) expenses for the three months ended June 30, 2026, were $657,000, an increase of 12.1% compared to $586,000 for the three months ended June 30, 2025. The increase is primarily attributable to increased legal expenses incurred during the quarter. | |
| ● | Finance income, net for the three months ended June 30, 2026, was $78,000, compared to finance income, net of $136,000 for the three months ended June 30, 2025. Finance income, net for the three months ended June 30, 2026, consisted of interest income in the amount of $24,000 and exchange rate differences in the amount of $59,000 offset by other factors in the amount of $7,000. Finance income, net for the three months ended June 30, 2025, consisted of interest income in the amount of $63,000 and exchange rate differences in the amount of $228,000 offset by other factors in the amount of $155,000. | |
| ● | Generally accepted accounting principles in the United States (GAAP) net loss for the three months ended June 30, 2026, was $2,835,000, or $0.01 per ordinary share, compared to a GAAP net loss of $2,815,000, or $0.01 per ordinary share, for the three months ended June 30, 2025. | |
| ● | Non-GAAP net loss for the three months ended June 30, 2026, was $2,650,000, or $0.01 per ordinary share, compared to a non-GAAP net loss of $2,598,000, or $0.01 per ordinary share, for the three months ended June 30, 2025. A reconciliation between GAAP net loss and non-GAAP net loss is provided following the financial statements that are part of this release. Non-GAAP results exclude the effect of share-based compensation expenses. |
First Half 2026 Financial Results
| ● | Revenues for the six months ended June 30, 2026, were $287,000, compared to $240,000 for the six months ended June 30, 2025. The revenues were generated primarily by Foresight through its commercialization agreement with Elbit, as well as through the commercialization of its 3D perception systems under agreements with a leading Japanese manufacturer of smart city, road traffic, hazard management, and traffic monitoring solutions, and with a Chinese rail technology company, for the integration of Foresight’s 3D perception systems into urban rail transit systems. | |
| ● | R&D expenses, net for the six months ended June 30, 2026, were $3,860,000, a decrease of 12.8% compared to $4,426,000 for the six months ended June 30, 2025. The decrease is mainly attributable to the recognition of a $407,000 grant from the I4F program and decrease in payroll and related expenses. | |
| ● | S&M expenses for the six months ended June 30, 2026, were $821,000, an increase of 30.5% compared to $629,000 for the six months ended June 30, 2025. The increase was primarily attributable to the reclassification of certain employee expenses from R&D expenses to S&M expenses following changes in roles and responsibilities, as well as an increase in consulting expenses during the period. |
| ● | G&A expenses for the six months ended June 30, 2026, were $1,280,000, a decrease of 1.4% compared to $1,296,000 for the six months ended June 30, 2025. | |
| ● | Finance income, net for the six months ended June 30, 2026, was $17,000, compared to finance income, net of $100,000 for the six months ended June 30, 2025. Finance income, net for the six months ended June 30, 2026, consisted from interest income in the amount of $60,000, offset by a loss from the revaluation of marketable equity securities to their fair value in the amount of $11,000 and exchange rate differences in the amount of $26,000 and other factors in the amount of $6,000. Finance income, net for the six months ended June 30, 2025, consisted from interest income in the amount of $93,000, a gain from the revaluation of marketable equity securities to their fair value in the amount of $50,000, and exchange rate differences in the amount of $85,000, offset by other factors in the amount of $128,000. |
| ● | GAAP net loss for the six months ended June 30, 2026, was $5,755,000, or $0.01 per ordinary share, compared to a GAAP net loss of $6,095,000, or $0.01 per ordinary share, for the six months ended June 30, 2025. | |
| ● | Non-GAAP net loss for the six months ended June 30, 2026, was $5,360,000, or $0.01 per ordinary share, compared to a non-GAAP net loss of $5,636,000, or $0.01 per ordinary share, for the six months ended June 30, 2025. A reconciliation between GAAP net loss and non-GAAP net loss is provided following the financial statements that are part of this release. |
Balance Sheet Highlights
| ● | Cash, cash equivalents and restricted cash totaled $7,092,000 as of June 30, 2026, compared to $6,289,000 in cash, cash equivalents and restricted cash as of December 31, 2025. | |
| ● | GAAP total equity totaled $5,798,000 as of June 30, 2026, an increase of 13.4% compared to $5,111,000 as of December 31, 2025. The increase is mainly attributable to the issuance of ordinary shares and warrants, net of issuance expenses in the amount of $6,047,000 and stock-based compensation in the amount of $395,000, offset by the net loss for the period in the amount of $5,755,000. |
Use of Non-GAAP Financial Results
In addition to disclosing financial results calculated in accordance with 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 deems 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 advanced three-dimensional (3D) perception and cellular-based applications. Through the Company’s controlled 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 3D perception systems include modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous driving, agriculture, heavy industrial equipment and unmanned aerial vehicles (UAVs).
Eye-Net Mobile develops next-generation vehicle-to-everything (V2X) collision prevention solutions and smart automotive systems to enhance road safety and situational awareness for all road users in the urban mobility environment. By leveraging cutting-edge artificial intelligence (AI) technology, advanced analytics, and existing cellular networks, Eye-Net’s innovative solution suite delivers real-time pre-collision alerts to all road users using smartphones and other smart devices within vehicles.
For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on X (formerly 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 conversion of strategic initiatives into long-term commercial opportunities and the benefits, advantages and capabilities of the Company’s 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 for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Foresight is not responsible for the content of third-party websites.
Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| As of June 30, 2026 |
As of June 30, 2025 |
As of December 31, 2025 |
||||||||||
| Unaudited | Unaudited | Audited | ||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 7,035 | $ | 6,342 | $ | 6,236 | ||||||
| Restricted cash | 57 | 50 | 53 | |||||||||
| Marketable equity securities | 15 | 25 | 26 | |||||||||
| Trade receivables | 16 | 33 | 118 | |||||||||
| Other receivables | 324 | 431 | 398 | |||||||||
| Total current assets | 7,447 | 6,881 | 6,831 | |||||||||
| Non-current assets: | ||||||||||||
| ROU asset | 1,310 | 1,456 | 1,335 | |||||||||
| Fixed assets, net | 169 | 212 | 187 | |||||||||
| Total non-current assets | 1,479 | 1,668 | 1,522 | |||||||||
| Total assets | $ | 8,926 | $ | 8,549 | $ | 8,353 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Trade payables | $ | 164 | $ | 154 | $ | 249 | ||||||
| Operating lease liability | 432 | 348 | 339 | |||||||||
| Other accounts payables | 1,399 | 1,208 | 1,481 | |||||||||
| Total current liabilities | 1,995 | 1,710 | 2,069 | |||||||||
| Non-current liabilities: | ||||||||||||
| Operating lease liability | 1,133 | 1,214 | 1,173 | |||||||||
| Total liabilities | 3,128 | 2,924 | 3,242 | |||||||||
| Shareholders’ equity: | ||||||||||||
| Ordinary shares no par value; | - | - | - | |||||||||
| Additional paid-in capital | 155,574 | 142,984 | 149,164 | |||||||||
| Accumulated deficit | (148,462 | ) | (137,053 | ) | (142,931 | ) | ||||||
| Total Foresight Autonomous Holdings LTD. shareholders’ equity | 7,112 | 5,931 | 6,233 | |||||||||
| Non-controlling interest | (1,314 | ) | (306 | ) | (1,122 | ) | ||||||
| Total equity | 5,798 | 5,625 | 5,111 | |||||||||
| Total liabilities and shareholders’ equity | $ | 8,926 | $ | 8,549 | $ | 8,353 | ||||||
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S. dollars in thousands
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | 287 | 240 | 86 | 128 | ||||||||||||
| Cost of revenues | (98 | ) | (84 | ) | (24 | ) | (42 | ) | ||||||||
| Gross profit | 189 | 156 | 62 | 86 | ||||||||||||
| Research and development expenses, net | (3,860 | ) | (4,426 | ) | (1,932 | ) | (2,156 | ) | ||||||||
| Sales and marketing | (821 | ) | (629 | ) | (386 | ) | (295 | ) | ||||||||
| General and administrative | (1,280 | ) | (1,296 | ) | (657 | ) | (586 | ) | ||||||||
| Operating loss | (5,772 | ) | (6,195 | ) | (2,913 | ) | (2,951 | ) | ||||||||
| Finance income, net | 17 | 100 | 78 | 136 | ||||||||||||
| Net loss | (5,755 | ) | (6,095 | ) | (2,835 | ) | (2,815 | ) | ||||||||
| Attributable to non-controlling interest | (224 | ) | (70 | ) | (108 | ) | (56 | ) | ||||||||
| Attributable to equity holders | (5,531 | ) | (6,025 | ) | (2,727 | ) | (2,759 | ) | ||||||||
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash Flows from operating activities | ||||||||||||||||
| Loss for the period | (5,755 | ) | (6,095 | ) | (2,835 | ) | (2,815 | ) | ||||||||
| Adjustments to reconcile loss to net cash provided by (used in) operating activities: | 475 | 722 | 682 | 205 | ||||||||||||
| Net cash used in operating activities | (5,280 | ) | (5,373 | ) | (2,153 | ) | (2,610 | ) | ||||||||
| Cash Flows from Investing Activities | ||||||||||||||||
| Purchase of fixed assets | (16 | ) | (4 | ) | (3 | ) | (3 | ) | ||||||||
| Net cash provided by (used in) investing activities | (16 | ) | (4 | ) | (3 | ) | (3 | ) | ||||||||
| Cash Flows from Financing Activities | ||||||||||||||||
| Issuance of ordinary shares and warrants, net of issuance expenses | 6,047 | 4,482 | 5,151 | - | ||||||||||||
| Net cash provided by (used in) financing activities | 6,047 | 4,482 | 5,151 | - | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 52 | 105 | 132 | 156 | ||||||||||||
| Decrease in cash, cash equivalents and restricted cash | 803 | (790 | ) | 3,127 | (2,457 | ) | ||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 6,289 | 7,182 | 3,965 | 8,849 | ||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | 7,092 | 6,392 | 7,092 | 6,392 | ||||||||||||
FORESIGHT AUTONOMOUS HOLDINGS LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||||||||||
| Share-based payment | 395 | 459 | 185 | 217 | ||||||||||||
| Depreciation | 34 | 115 | 16 | 26 | ||||||||||||
| Revaluation of marketable equity securities | 11 | 46 | 3 | 5 | ||||||||||||
| Exchange rate changes on cash and cash equivalents | (52 | ) | (105 | ) | (132 | ) | (156 | ) | ||||||||
| Changes in assets and liabilities: | ||||||||||||||||
| Decrease in trade receivables | 102 | 80 | 259 | 99 | ||||||||||||
| Decrease in other receivables | 74 | 49 | 214 | 128 | ||||||||||||
| Increase (decrease) in trade payables | (85 | ) | (143 | ) | (103 | ) | (250 | ) | ||||||||
| Changes in operating lease liability | 78 | 121 | 79 | 146 | ||||||||||||
| Increase (decrease) in other accounts payable | (82 | ) | 100 | 161 | (10 | ) | ||||||||||
| Adjustments to reconcile loss to net cash provided by (used in) operating activities | 475 | 722 | 682 | 205 | ||||||||||||
FORESIGHT AUTONOMOUS HOLDINGS LTD.
SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(Unaudited) U.S. dollars in thousands
| Six months ended June 30 | Three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| GAAP operating loss | (5,772 | ) | (6,195 | ) | (2,913 | ) | (2,951 | ) | ||||||||
| Stock-based compensation in cost of revenues | 12 | 2 | 1 | 2 | ||||||||||||
| Stock-based compensation in research and development | 196 | 202 | 93 | 94 | ||||||||||||
| Stock-based compensation in sales and marketing | 25 | 23 | 13 | 6 | ||||||||||||
| Stock-based compensation in general and administrative | 162 | 232 | 78 | 115 | ||||||||||||
| Non-GAAP operating loss | (5,377 | ) | (5,736 | ) | (2,728 | ) | 2,734 | |||||||||
| GAAP net loss | (5,755 | ) | (6,095 | ) | (2,835 | ) | (2,815 | ) | ||||||||
| Stock-based compensation expenses | 395 | 459 | 185 | 217 | ||||||||||||
| Non-GAAP net loss | (5,360 | ) | (5,636 | ) | (2,650 | ) | (2,598 | ) | ||||||||
Exhibit 99.2
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As
of
U.S. DOLLARS IN THOUSANDS
(Except share and per share data)
(UNAUDITED)
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026
U.S. DOLLARS IN THOUSANDS
(Except share and per share data)
(UNAUDITED)
INDEX
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands
(Except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Marketable equity securities | ||||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Right of use asset | ||||||||
| Fixed assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | $ | ||||||
| Operating lease liability | ||||||||
| Other accounts payable | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares, par value per share (“Ordinary
Shares”) Authorized shares. Issued and outstanding: shares as of June 30, 2026, and as of December 31, 2025. |
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| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Foresight Autonomous Holdings Ltd. shareholders’ equity | ||||||||
| Non-controlling interest | ( |
) | ( |
) | ||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 2 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars in thousands
(Except share and per share data)
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development, net | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Sales and marketing | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| General and administrative | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Operating loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Financing income, net | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Attributable to non-controlling interest | ( |
) | ( |
) | ( |
) | ( |
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| Attributable to equity holders | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Basic and diluted net loss per share from continuing operations | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | ||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 3 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands
(Except share data)
| Ordinary Shares | Additional paid-in | Accumulated | Total Foresight Autonomous Holdings Ltd. Shareholders’ | Non-controlling | Total shareholders’ | |||||||||||||||||||||||
| Number | Amount | capital | deficit | equity | interest | equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 | ( |
) | ||||||||||||||||||||||||||
| Issuance of Ordinary Shares, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Issuance of warrants, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Modification of warrants previously issued in connection with fundraising (See note 10C) | — | |||||||||||||||||||||||||||
| Transactions with shareholder | — | |||||||||||||||||||||||||||
| Issuance of shares in subsidiary | — | ( |
) | |||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||
| Loss for the year | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of December 31, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Issuance of Ordinary Shares, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Receipts on account of Shares | — | |||||||||||||||||||||||||||
| Issuance of warrants, net of issuance costs (*) | ||||||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||
| Loss for the period | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
| Balance as of June 30, 2026 )Unaudited) | ( |
) | ( |
) | ||||||||||||||||||||||||
| (*) |
The accompanying notes are an integral part of the consolidated financial statements.
| 4 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net loss for the period | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Adjustments to reconcile loss to net cash provided by operating activities | ||||||||||||||||
| Total net cash used in operating activities | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Cash flows from investing activities: | ||||||||||||||||
| Purchase of fixed assets | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total net cash used in investing activities | ( |
)$ | $ | ( |
) | ( |
)$ | $ | ( |
) | ||||||
| Cash flows from financing activities: | ||||||||||||||||
| Issuance of Ordinary Shares and warrants, net of issuance expenses | ||||||||||||||||
| Total net cash provided by financing activities | $ | $ | $ | $ | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( |
) | ( |
) | ||||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | $ | $ | $ | $ | ||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 5 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||
| Share-based payment | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Revaluation of marketable equity securities | ||||||||||||||||
| Exchange rate changes on cash and cash equivalents | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Changes in assets and liabilities: | ||||||||||||||||
| Decrease in trade receivables | ||||||||||||||||
| Decrease in other receivables | ||||||||||||||||
| Decrease in trade payables | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Changes in operating lease liability | ||||||||||||||||
| Increase (decrease) in other accounts payable | ( |
) | ( |
) | ||||||||||||
| Adjustments to reconcile loss to net cash provided by operating activities | $ | $ | $ | $ | ||||||||||||
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Supplemental cash flow information | Unaudited | Unaudited | ||||||||||||||
| Operating leases | ||||||||||||||||
| Cash payments for operating leases | $ | $ | $ | $ | ||||||||||||
| 6 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - GENERAL
| A. | Reporting Entity |
Foresight Autonomous Holdings Ltd. (the “Company”) was incorporated in Israel in 1977 and became public in Israel in 1987. It changed its name in 2010 and again, following the acquisition of Foresight Automotive Ltd. (“Foresight Ltd.”) in January 2016, to its current name. The Company’s Ordinary Shares are traded on the Tel Aviv Stock Exchange, and its American Depository Shares (“ADSs”) (90:1 ratio) have been listed on the Nasdaq Capital Market since June 2017. Foresight Ltd. was established in July 2015 by Magna B.S.P. Ltd. (“Magna”) to transfer all of Magna’s three-dimensional (3D) computer vision research and development technology and business in the area of Advanced Driver Assistance Systems to a separate entity. As part of the reorganization, Magna transferred to Foresight Ltd. all the intellectual assets comprised mostly of know-how, software and algorithms developed by Magna. Eye-Net Mobile Ltd (“Eye-Net”) was established in May 2018 by Foresight Ltd. in order to develop cellular based, beyond-line-of-sight, accident prevention solutions. On September 15, 2022, Foresight Ltd. transferred the shares of Eye-Net to the Company, free of charge and in accordance with the provisions of Section 104 C of the Israeli Income Tax Ordinance [New Version] 5721-1961, so that after the transfer of the shares, the Company directly held all of the shares of Eye-Net. On January 5, 2022, the Company established Foresight Changzhou Automotive Ltd., (“Foresight Changzhou”), a wholly owned subsidiary of Foresight Ltd., in Jiangsu Province, China. Foresight Changzhou was established in cooperation with the China-Israel Changzhou Innovation Park, a bi-national governmental initiative that provides a unique platform for Israeli industrial companies seeking to enter the Chinese market. The Company and its subsidiaries - Foresight Ltd., Eye-Net and Foresight Changzhou - are collectively referred to as the “Company” or the “Group.” The Company is a technology company engaged in development of advanced 3-dimensional (3D) perception systems and cellular-based applications. Through its wholly owned subsidiaries, Foresight Ltd., Foresight Changzhou and Eye-Net, the Company develops both “in-line-of-sight” vision solutions and “beyond-line-of-sight” accident-prevention solutions. The Company’s 3D perception systems include modules of automatic calibration and dense 3D point cloud that can be applied to diverse markets such as automotive, defense, rail, autonomous vehicles, drones and heavy industrial equipment. Eye-Net’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 technology and advanced analytics. The Group activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize its technology before competitors develop similar technology. In addition, the Group is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and limited operating history.
| B. | Going Concern |
To date, the Company has not generated significant revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the utilization of its current financial resources, sales of its products, grants and subsidies and through additional raises of capital.
Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from existing shareholders and/or outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to successfully complete the development of, and to commercialize, its products. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
| 7 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
| A. | Unaudited Interim Financial Statements |
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of the management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
The results of operations for the six and three months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
| B. | Significant Accounting Policies |
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
| C. | Use of estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
NOTE 3 - SEGMENT REPORTING
Accounting
Standards Codification 280, “Segment Reporting,” establishes standards for reporting information about operating segments.
Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated
regularly by the Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”). The CODM reviews
the Company’s consolidated statements of operations for purposes of allocating resources and assessing financial performance and
makes resource allocation decisions based primarily on net loss. The Company has identified
| A. | Revenues by geographic region |
The following table sets forth reporting revenue information by geographic region:
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Israel | ||||||||||||||||
| Japan | ||||||||||||||||
| USA | ||||||||||||||||
| Other (*) | ||||||||||||||||
| (*) |
| 8 |
FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
| B. | Revenues by main customers |
The following table is a summary of the distribution of revenues by main customers:
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Customer A | ||||||||||||||||
| Customer B | ||||||||||||||||
| Customer C | ||||||||||||||||
NOTE 4 - MATERIAL EVENTS DURING THE REPORTING PERIOD
| A. | As of the date of this report, during 2026, the Company raised a gross amount of $ through the sale of ADSs ( Ordinary Shares) pursuant to its sales agreement with A.G.P/Alliance Global Partners, as sales agent, dated June 14, 2024, at an average price of $ per ADS. After deducting issuance costs, the Company raised a net amount of $ pursuant to the sales agreement. | |
| B. |
NOTE 5 - SUBSEQUENT EVENTS
| A. | On July 23, 2026, the Company’s shareholders did not approve the previously announced strategic investment transaction with VisionWave Holdings, Inc. As a result, the transaction was not completed. No accounting impact was recognized in the Company’s consolidated financial statements for the six months ended June 30, 2026 in connection with this transaction. | |
| B. | On July 23, 2026, the Company’s
shareholders approved the grant of restricted share units (“RSUs”) under the Company’s 2024 Share Incentive Plan
to certain members of the Company’s Board of Directors and its Chief Executive Officer. The approved grants consist of
RSUs ( |
| 9 |
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,” “predict,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | Our financial statements for the period ended June 30, 2026, contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all; |
| ● | the ability to correctly identify and enter new markets; |
| ● | the overall global economic environment; |
| ● | the impact of competition and new technologies; |
| ● | general market, political, and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East; |
| ● | projected capital expenditures and liquidity; |
| ● | our ability to raise additional capital to support our operation; and |
| ● | changes in our strategy. |
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, 2025, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 25, 2026, 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.
A. Operating Results.
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, 2026, 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 the development of smart multi-spectral 3D vision software solutions and cellular-based applications. Through our wholly owned subsidiaries, Foresight Automotive, Foresight Changzhou and Eye-Net Mobile, we develop both “inline-of-sight” vision solutions and “beyond-line-of-sight” accident-prevention solutions.
Our 3D vision solutions include modules of automatic calibration and dense three-dimensional (3D) point cloud that can be applied to diverse markets such as automotive, defense, autonomous vehicles, agriculture and heavy industrial equipment. Eye-Net Mobile’s cellular-based solution suite provides real-time pre-collision alerts to enhance road safety and situational awareness for all road users in the urban mobility environment by incorporating cutting-edge artificial intelligence (AI) technology and advanced analytics.
In June 2026, we entered into securities exchange agreement, or the Agreement, for strategic investment in our Company by VisionWave Holdings, Inc., or VisionWave, and leveraging the synergies between the parties by integrating our camera-based perception systems into VisionWave’s defense and commercial autonomous products. The transactions contemplated by the Agreement were intended to be implemented in two stages, or each, a Stage, with each Stage subject to the satisfaction (or waiver) of the applicable conditions set forth therein. Stage 1 was to occur at the initial closing, and Stage 2 was conditioned upon the achievement of a specified commercial and operational milestone, or the Milestone. Upon consummation of both Stages, VisionWave was intended to beneficially own 52% of our issued and outstanding ordinary shares, calculated as of the Stage 1 closing date, and we were intended to hold VisionWave common stock having an aggregate value of $17.5 million, subject to agreed contractual value protection mechanism. At Stage 1, we would issue newly issued ordinary shares to VisionWave representing 46% of our issued and outstanding share capital as of the Stage 1 closing date, and VisionWave would issue to us shares of VisionWave common stock having an aggregate value of $15,480,769, calculated by reference to the agreed pricing formula. At Stage 2, subject to the achievement and certification of the Milestone, we would issue to VisionWave additional ordinary shares representing 6% of our issued and outstanding share capital as of the Stage 1 closing date, and VisionWave would issue to the Company additional common stock having an aggregate value of $2,019,231. On July 23, 2026, our shareholders did not approve the previously announced Agreement with VisionWave. As a result, the transaction was not completed.
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 (R&D), net
Our R&D expenses, net consist primarily of salaries and related personnel expenses, subcontracted work and consulting and other related research and development expenses.
The following table discloses the breakdown of research and development expenses, net:
| U.S. dollars in thousands | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related expenses | 3,567 | 3,611 | ||||||
| Subcontracted work and consulting | 210 | 218 | ||||||
| Rent and office maintenance | 404 | 361 | ||||||
| Travel expenses | 75 | 97 | ||||||
| Reimbursement from the IIA (as defined below) | (470 | ) | - | |||||
| Other, net | 74 | 139 | ||||||
| Total | 3,860 | 4,426 | ||||||
Marketing and sales (M&S)
Our M&S expenses consist primarily of salaries and related personnel expenses, consultants, exhibitions and conventions, and other marketing and sales expenses.
The following table discloses the breakdown of marketing and sales expenses:
| U.S. dollars in thousands | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related expenses | 458 | 359 | ||||||
| Exhibitions, conventions and travel expenses | 70 | 56 | ||||||
| Consultants | 230 | 194 | ||||||
| Other | 63 | 20 | ||||||
| Total | 821 | 629 | ||||||
General and administrative (G&A)
Our G&A expenses consist primarily of salaries and related personnel expenses, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), director’s fees and insurance and other general and administrative expenses.
The following table discloses the breakdown of general and administrative expenses:
| U.S. dollars in thousands | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Payroll and related expenses | 709 | 646 | ||||||
| Share based payment to service providers | 2 | 38 | ||||||
| Professional services | 365 | 278 | ||||||
| Directors’ fees and insurance | 82 | 86 | ||||||
| Rent and office maintenance | 93 | 130 | ||||||
| Other | 29 | 118 | ||||||
| Total | 1,280 | 1,296 | ||||||
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025.
Results of Operations
| U.S. dollars in thousands | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Revenues | 287 | 240 | ||||||
| Cost of revenues | (98 | ) | (84 | ) | ||||
| Gross profit | 189 | 156 | ||||||
| Research and development expenses, net | (3,860 | ) | (4,426 | ) | ||||
| Marketing and sales | (821 | ) | (629 | ) | ||||
| General and administrative | (1,280 | ) | (1,296 | ) | ||||
| Operating loss | (5,772 | ) | (6,195 | ) | ||||
| Financial income, net | 17 | 100 | ||||||
| Net loss | (5,755 | ) | (6,095 | ) | ||||
| Attributable to non-controlling interest | (224 | ) | (70 | ) | ||||
| Attributable to equity holders | (5,531 | ) | (6,025 | ) | ||||
Revenues
Revenues for the six months ended June 30, 2026, were $287, compared to $240 for the six months ended June 30, 2025. The revenues were generated primarily by Foresight through its commercialization agreement with Elbit Systems Ltd, as well as through the commercialization of its 3D perception systems under agreements with a leading Japanese manufacturer of smart city, road traffic, hazard management, and traffic monitoring solutions, and with a Chinese rail technology company, for the integration of Foresight’s 3D perception systems into certain urban rail transit systems.
Research and development expenses, net
R&D expenses, net for the six months ended June 30, 2026, were $3,860, a decrease of 12.8%, compared to $4,426 for the six months ended June 30, 2025. The decrease is mainly attributable to the recognition of a $470 grant from the Israeli Innovation Authority, or the IIA, under the India-Israel Industrial R&D and Technological Innovation Fund program, supporting the Company’s collaboration with a leading Indian drone manufacturer to develop rugged autonomous industrial drones equipped with multi-spectrum sensing.
Marketing and sales
M&S expenses for the six months ended June 30, 2026, were $821, an increase of 30.5%, compared to $629 for the six months ended June 30, 2025. The increase was primarily attributable to the reclassification of certain employee expenses from R&D expenses to M&S expenses following changes in roles and responsibilities.
General and administrative
G&A expenses for the six months ended June 30, 2026, were $1,280, a decrease of 1.2%, compared to $1,296 for the six months ended June 30, 2025.
Operating loss
As a result of the foregoing, our operating loss for the six months ended June 30, 2026, amounted to $5,772, a decrease of approximately $423, or 6.8%, as compared to an operating loss of $6,195 for the six months ended June 30, 2025.
Financial income, net
Finance income, net for the six months ended June 30, 2026, was $17, compared to finance income, net of $100 for the six months ended June 30, 2025. Finance income, net for the six months ended June 30, 2026, mainly consisted of interest income in the amount of $60, offset by a loss from the revaluation of marketable equity securities to their fair value in the amount of $11, exchange rate differences in the amount of $26 and other factors in the amount of $6. Finance income, net for the six months ended June 30, 2025, mainly consisted of interest income in the amount of $93, a gain from the revaluation of marketable equity securities to their fair value in the amount of $50, and exchange rate differences in the amount of $85, offset by other factors in the amount of $128.
Net loss
As a result of the foregoing, our net loss for the six months ended June 30, 2026, amounted to $5,755, a decrease of approximately $340, or 5.6%, compared to $6,095 for the six months ended June 30, 2025.
B. Liquidity and Capital Resources.
Overview
Since our inception through June 30, 2026, we have funded our operations principally with approximately $135,356 in the aggregate, from funding from Magna B.S.P Ltd., the issuance of our ordinary shares, no par value, or Ordinary Shares, or American Depositary Shares, the ratio of Ordinary Shares to which is 90:1, or the ADSs, and exercise of warrants and options. As of June 30, 2026, we had approximately $7,092 thousand in cash and cash equivalents and restricted cash.
The table below presents our cash flows for the periods indicated:
| U.S. dollars in thousands | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Operating activities | (5,280 | ) | (5,373 | ) | ||||
| Investing activities | (16 | ) | (4 | ) | ||||
| Financing activities | 6,047 | 4,482 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 52 | 105 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 803 | (790 | ) | |||||
Operating Activities
Net cash used in operating activities of $5,280 during the six months ended June 30, 2026, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, director’s fees, rent and other miscellaneous expenses.
Net cash used in operating activities of $5,373 during the six months ended June 30, 2025, was primarily used for payment of salaries and related personnel expenses, subcontracted work, payments for professional services, director’s fees, rent and other miscellaneous expenses.
Investing Activities
Net cash used in investing activities of $16 during the six months ended June 30, 2026, resulted primarily from purchases of fixed assets of $16.
Net cash used in investing activities of $4 during the six months ended June 30, 2025, resulted primarily from purchases of fixed assets of $4.
Financing Activities
Net cash provided by financing activities of $6,047 during the six months ended June 30, 2026, was from the issuance of ordinary shares and warrants, net of issuance expenses.
Net cash provided by financing activities of $4,482 during the six months ended June 30, 2025, was from the issuance of ordinary shares and warrants, net of issuance expenses.
Current Outlook
We have financed our operations to date primarily through proceeds from sales of our Ordinary Shares, ADSs and warrants, and the ordinary shares of Eye-Net Mobile. We have incurred losses and generated negative cash flows from operations since January 2011. Since January 2011, we have not generated significant revenue from the sale of products, however, we expect to see an increase in our revenue from the sale of our products in the coming years, though there is no guarantee we will be successful in doing so.
As of June 30, 2026, our cash and cash equivalents including restricted cash were approximately $7,092. As of the date of this report, we expect that our existing cash, cash equivalents and restricted cash will be sufficient to fund our current operations through the end of April 2027.
On June 14, 2024, we entered into the 2024 Sales Agreement with A.G.P., as sales agent, pursuant to which we were able to offer and sell through A.G.P. up to $1,130 of our ADSs. We paid A.G.P. 3.0% of the aggregate gross proceeds from the sale of ADSs pursuant to the 2024 Sales Agreement. We also agreed to reimburse the sales agent for certain specified expenses. On December 31, 2024, we filed a prospectus supplement to supplement and amend the prior prospectus dated June 14, 2024, so that we could increase the maximum aggregate offering price of our ADSs that may be offered, issued and sold under the 2024 Sales Agreement up to $7,000 through A.G.P. On February 21, 2025, we filed a prospectus supplement to supplement and amend the prior prospectus dated December 31, 2024, so that we could increase the maximum aggregate offering price of our ADSs that may be offered, issued and sold under the 2024 Sales Agreement up to $11,700 through A.G.P. As of the date of this report, we have sold 310,869,613 Ordinary Shares under the 2024 Sales Agreement, having aggregate gross proceeds of $12,392 and aggregate net proceeds of $12,001.
Until we can generate significant recurring revenues and achieve profitability, we may need to seek additional sources of funds through the sale of additional equity securities, debt or other securities. Any required additional capital, whether forecasted or not, may not be available on reasonable terms, or at all. This may raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to obtain additional financing or are unsuccessful in commercializing our products and securing sufficient funding, we may be required to reduce activities, curtail or even cease operations.
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of our research and development activities; |
| ● | the costs of manufacturing our products; |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
| ● | the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and |
| ● | the magnitude of our general and administrative expenses. |
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.
C. Research and development, patents and licenses, etc.
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.
D. Critical Accounting Estimates.
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, 2026, included elsewhere in this Report Form 6-K.
Risk Factors.
In addition to the other information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, you should carefully consider the risk factors discussed and set forth under Item 3.D. “Risk Factors” in our Annual Report, which could materially affect our business, financial condition or future results.
We believe our current cash on hand will not be sufficient to fund our projected operating requirements for a period of one year from the issuance of these financial statements. This raises substantial doubt about our ability to continue as a going concern.
We believe that our current cash on hand will not be sufficient to fund our projected operating requirements for a period of one year from the issuance of these financial statements. This raises substantial doubt about our ability to continue as a going concern and could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports on our financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. If we cannot continue as a going concern, our investors may lose their entire investment in our securities. Until we can generate significant revenues, if ever, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our products.
If we are unable to comply with the Nasdaq continued listing requirements, our Ordinary Shares could be delisted from Nasdaq, which may have a material adverse effect on our liquidity, the ability of shareholders to sell their Ordinary Shares and our ability to obtain additional financing.
The Company’s securities are currently listed on The Nasdaq Capital Market, or Nasdaq. On July 22, 2026, the SEC approved a new Nasdaq rule (Listing Rule 5550(a)(6)) requiring companies listed on Nasdaq to maintain a minimum Market Value of Listed Securities, or MVLS, of at least $5 million. Under the new rule, if a company’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq will issue a staff delisting determination, and trading in the company’s securities will be immediately suspended without any cure or compliance period. Although the SEC subsequently stayed the implementation of the MVLS Requirement on July 29, 2026, it is possible that the new rule may become effective in the near-term. Currently, the Company’s MVLS is over $5 million.
The Company’s ability to maintain compliance with Nasdaq’s continued listing requirements depends, among other factors, on its market capitalization, which is affected by factors outside of the Company’s control, including fluctuations in the Company’s share price, market conditions, investor sentiment and other factors. If the Company fails to satisfy Nasdaq’s continued listing requirements and is unable to regain compliance or obtain other relief, its securities may be subject to suspension or delisting from Nasdaq. Any such event could adversely affect the liquidity and market price of the Company’s securities and could impair the Company’s ability to access the capital markets.