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
- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020
- 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: +972-077-9709030
Facsimile number: +972-077-9709031
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) |
- Evidenced by American Depositary Receipts.
-
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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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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Foresight Autonomous Holdings Ltd. published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2021 19:24:02 UTC.