Foresight Autonomous : 4th Quarter

f20f2020_foresightautonomous.htm	Form Type: 20-F	Page 1
Edgar Agents LLC	Foresight Autonomous Holdings Ltd.	03/30/2021 09:30 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR

• • ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020
    OR
  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    OR
• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-38094

FORESIGHT AUTONOMOUS HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

Translation of registrant's name into English: Not applicable

State of Israel

(Jurisdiction of incorporation or organization)

7 Golda Meir

Ness Ziona

7403650, Israel

(Address of principal executive offices)

Haim Siboni

Chief Executive Officer

Telephone number: [phone]

Facsimile number: [phone]

7 Golda Meir

Ness Ziona

7403650 Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

				Name of each exchange on
Title of each class		Trading Symbol(s)		which registered
American Depositary Shares each representing 5		FRSX		Nasdaq Capital Market
Ordinary Shares, no par value (1)
Ordinary Shares, no par value (2)

1. Evidenced by American Depositary Receipts.
2. Not for trading, but only in connection with the listing of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None
   Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

312,760,305 ordinary shares as of December 31, 2020.

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Edgar Agents LLC	Foresight Autonomous Holdings Ltd.	03/30/2021 09:30 AM

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging Growth Company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No ☒

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Edgar Agents LLC	Foresight Autonomous Holdings Ltd.	03/30/2021 09:30 AM

	TABLE OF CONTENTS
PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
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. Organizational Structure	34
	D. Property, Plants and Equipment	34
ITEM 4.A	UNRESOLVED STAFF COMMENTS	34
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	35
	A. Operating Results	35
	B. Liquidity and Capital Resources	39
	C. Research and Development, Patent and Licenses, etc.	41
	D. Trend Information.	41
	E. Off-Balance Sheet Arrangements	41
	F. Tabular Disclosure of Contractual Obligations	41
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	42
	A. Directors and Senior Management	42
	B. Compensation	45
	C. Board Practices	46
	D. Employees	59
	E. Share Ownership	60
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	61
	A. Major Shareholders	61
	B. Related Party Transactions	63
	C. Interests of Experts and Counsel	64
ITEM 8.	FINANCIAL INFORMATION	64
	A. Consolidated Statements and Other Financial Information	64
	B. Significant Changes	64
ITEM 9.	THE OFFER AND LISTING	64
	A. Offer and Listing Details	64
	B. Plan of Distribution	65
	C. Markets	65
	D. Selling Shareholders	65
	E. Dilution	65
	F. Expenses of the Issue	65

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ITEM 10.	ADDITIONAL INFORMATION	65
	A. Share Capital	65
	B. Memorandum and Articles of Association	65
	C. Material Contracts	65
	D. Exchange Controls	66
	E. Taxation	66
	F. Dividends and Paying Agents	73
	G. Statement by Experts	73
	H. Documents on Display	74
	I. Subsidiary Information	74
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	74
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	75
	A. Debt Securities	75
	B. Warrants and rights	75
	C. Other Securities	75
	D. American Depositary Shares	75
PART II		77
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	77
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	77
ITEM 15. CONTROLS AND PROCEDURES	77
ITEM 16. A	AUDIT COMMITTEE FINANCIAL EXPERT	77
ITEM 16. B	CODE OF ETHICS	78
ITEM 16. C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	78
ITEM 16. D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	78
ITEM 16. E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	78
ITEM 16. F	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	78
ITEM 16. G	CORPORATE GOVERNANCE	79
ITEM 16. H	MINE SAFETY DISCLOSURE	80
PART III		81
ITEM 17.	FINANCIAL STATEMENTS	81
ITEM 18.	FINANCIAL STATEMENTS	81
ITEM 19.	EXHIBITS	81
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Edgar Agents LLC	Foresight Autonomous Holdings Ltd.	03/30/2021 09:30 AM

INTRODUCTION

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

Our vision solutions include modules of automatic calibration, sensor fusion 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-timepre-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.

We were incorporated in the State of Israel in September 1977 under the name Golan Melechet Machshevet (1997) Ltd. In April 1987, we became a public company in Israel, and our shares were listed for trade on the Tel Aviv Stock Exchange Ltd., or TASE. On May 16, 2010, we changed our name to Asia Development (A.D.B.M.) Ltd., and on January 12, 2016, we changed our name to Foresight Autonomous Holdings Ltd. Our Ordinary Shares are currently traded on the TASE, and American Depositary Shares, or ADSs, each representing five of our Ordinary Shares, currently trade on the Nasdaq Capital Market, both under the symbol "FRSX". The Bank of New York Mellon acts as depositary of the ADSs.

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