Exhibit 99.2
FORESIGHT AUTONOMOUS HOLDINGS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2024
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, 2024
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, | |||||||
| 2 0 2 4 | 2 0 2 3 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Marketable equity securities | ||||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| ROU 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. Authorized shares. Issued and outstanding: shares as of June 30, 2024, and December 31, 2023. | ||||||||
| 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.
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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, | |||||||||||||||
| 2 0 2 4 | 2 0 2 3 | 2 0 2 4 | 2 0 2 3 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing income (expenses), net | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 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, 2023 | ( | ) | ||||||||||||||||||||||||||
| Issuance of ordinary shares, net of issuance costs | ||||||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||
| Loss for the year | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of December 31, 2023 | ( | ) | ||||||||||||||||||||||||||
| Share-based payment | — | |||||||||||||||||||||||||||
| Issuance costs | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Transactions with controlling shareholder | — | |||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ||||||||||||||||||||||||||
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, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Adjustments to reconcile loss to net cash provided by (used in) operating activities | ( | ) | ||||||||||||||
| Total net cash used in operating activities | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Cash flows from investing activities: | ||||||||||||||||
| Changes in short-term deposits | ( | ) | ||||||||||||||
| Proceeds from sales of marketable securities | ||||||||||||||||
| Purchase of fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total net cash provided (used) in investing activities | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Issuance expenses | ( | ) | ( | ) | ||||||||||||
| Total net cash used in financing activities | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 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.
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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, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Adjustments to reconcile net loss to net cash 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 | ||||||||||||||||
| Increase (decrease) in trade payables | ( | ) | ( | ) | ||||||||||||
| Change in operating lease liability | ( | ) | ( | ) | ( | ) | ||||||||||
| Increase (decrease) in other accounts payable | ( | ) | ||||||||||||||
| Adjustments to reconcile loss to net cash used in operating activities | $ | ( | ) | $ | $ | $ | ||||||||||
Supplemental cash flow information
| Six months ended | Three months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating leases | ||||||||||||||||
| Cash payments for operating leases | $ | $ | $ | $ | ||||||||||||
| Non-cash activity | ||||||||||||||||
| Right of use asset increase, resulted from lease modification (note 3D). | $ | $ | $ | $ | ||||||||||||
| Lease liability increase, resulted from lease modification (note 3D). | $ | $ | $ | $ | ||||||||||||
| Finance expenses resulted from lease modification (note 3D). | $ | $ | $ | $ | ||||||||||||
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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”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 7 Golda Meir St., Ness Ziona, Israel. The unaudited condensed consolidated interim financial statements of the Company as of June 30, 2024, comprise the Company and its fully owned subsidiaries in Israel and China (together referred to as the “Group”). The Company, through of its subsidiaries, Foresight Automotive Ltd. (“Foresight Automotive”) and Foresight Changzhou Automotive Ltd. (“Foresight Changzhou”), is a technology company developing smart multi-spectral vision software solutions including modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous vehicles and heavy industrial equipment. In addition, the Company, through of its subsidiary, Eye-Net Mobile Ltd. (“Eye-Net Mobile”) is also engaged in the development of a cellular-based solution suite that 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.
The ordinary shares of the Company, no par value each (the “Ordinary Shares”), are registered for trade on the Tel Aviv Stock Exchange. In addition, since June 15, 2017,
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.
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 significant operational losses and to continue to fund operations primarily through the utilization of its current financial resources, sales of its products, and through additional raises of capital. The Company anticipates its existing cash will be sufficient to fund its expected operating cash requirements for at least twelve months following the date of this report.
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, 2023.
The results of operation for the six and three months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
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.
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FORESIGHT AUTONOMOUS HOLDINGS LTD.
U.S. dollars in thousands
(Except share and per share data)
Notes to the Interim Condensed Consolidated Financial Statements (Unaudited)
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 - MATERIAL EVENTS DURING THE REPORTING PERIOD
| A. | On January 26, 2024, the Company filed a shelf registration statement on Form F-3 with the U.S. Securities and Exchange Commission, declared effective on February 1, 2024, enabling the Company to periodically offer up to $ of its ADSs through one or more offerings. | |
| B. | During
the first quarter of 2024, the Company sold all of its shares in Rail Vision Ltd, for aggregate
proceeds of approximately $ | |
| C. | On June 14, 2024, the Company entered into a sales agreement, pursuant to which the Company can sell from time to time, ADSs, in the aggregated amount of up to $ (the “June 2024 Sales Agreement”). Sales under the June 2024 Sales Agreement are made by any method permitted by law that is deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During July and August 2024, the Company issued and sold a total of ADSs ( Ordinary Shares) at an average price of $ per ADS. After deducting closing costs and fees, the Company received net proceeds of approximately $, net of issuance expenses. | |
| D. | On
January 10, 2024, |
NOTE 4 - SUBSEQUENT EVENTS
| A. | On July 15, 2024, the Company granted restricted stock units (RSUs) to its employees, directors, and officers under the 2024 Share Incentive Plan, amounting to ADSs, equivalent to Ordinary Shares. Of these, ADSs will vest quarterly over 12 quarters, and the remaining ADSs have a one-year cliff and will then vest quarterly over the subsequent eight quarters. To facilitate the issuance of these RSUs, the Company filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission on July 12, 2024, covering ADSs, equivalent to Ordinary Shares. | |
| B. | On
July 19, 2024, the Company issued a notice to convene an Extraordinary General Meeting of
Shareholders to be held on August 26, 2024. Part of the agenda includes the |
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