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Foresight (Nasdaq: FRSX) sets $10.5M Japan ADAS pipeline and explores VisionWave stake

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Foresight Autonomous Holdings signed a Final Development and Commercialization Agreement with a Japanese in-vehicle AI device manufacturer and Cornes to integrate its ScaleCam stereoscopic 3D perception software into the manufacturer’s flagship AI systems. The deal includes a design freeze and transfer to production, aiming for serial production in early 2027.

The agreement is expected to provide potential software license revenue of up to approximately $10.5 million between 2027 and 2030, based on forecast demand of about 400,000 units in Japan. Separately, Foresight entered a non-binding term sheet under which VisionWave may acquire up to 51% (not less than 45%) of Foresight in staged closings for approximately $17.5 million in VisionWave stock, subject to definitive agreements and approvals.

Positive

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Negative

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Insights

Foresight secures a potential Japan revenue stream and explores a strategic change of control.

Foresight outlined a path to serial production in Japan by embedding its ScaleCam 3D perception software into a retrofit in-vehicle AI platform aimed at ADAS and other services. The agreement is structured as a recurring, volume-based software license, which typically carries high gross margins.

The parties estimate potential revenue of up to $10.5 million from about 400,000 units between 2027 and 2030, so actual outcomes will depend on end-market demand and execution of the commercialization roadmap. The focus on fleets and consumers in Japan, with a later push to OEMs and Tier 1s, may diversify channels but adds integration complexity.

The non-binding term sheet with VisionWave contemplates VisionWave acquiring 45%-51% of Foresight for about $17.5 million in stock, representing a potential change of control. Because the proposal remains subject to due diligence, definitive agreements, regulatory approvals, and other conditions, its impact will hinge on whether closing terms match these initial outlines.

Potential Japan software revenue $10.5 million Expected between 2027 and 2030 under licensing model
Forecasted licensed units 400,000 units Manufacturer’s demand forecast for 2027–2030
VisionWave consideration $17.5 million Approximate value in VisionWave common stock
Potential VisionWave ownership 45%–51% Stake in Foresight via staged closings
Serial production timing Early 2027 Target for Japanese AI system with ScaleCam
Final Development and Commercialization Agreement financial
"announced the signing of a Final Development and Commercialization Agreement with a Japanese in-vehicle AI device manufacturer"
serial production technical
"paving the way to serial production in early 2027"
ADAS technical
"Foresight Moves to Serial Production with $10.5 Million Potential Revenue Pipeline in Japan for ADAS Systems"
Advanced Driver Assistance Systems (ADAS) are electronic systems in vehicles that assist the driver with safety tasks. Examples include automatic emergency braking, lane keeping assist, and adaptive cruise control. These systems use sensors and cameras to improve vehicle safety.
stereoscopic 3D perception software technical
"deployment of Foresight’s proprietary ScaleCam stereoscopic 3D perception software into the Manufacturer’s flagship in-vehicle AI systems"
non-binding term sheet financial
"the Company announced that it has entered into a non-binding term sheet with VisionWave Holdings, Inc."
A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.
Forward-Looking Statements regulatory
"This press release contains forward-looking statements within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of: May 2026

 

Commission file number: 001-38094

 

FORESIGHT AUTONOMOUS HOLDINGS LTD.

(Translation of registrant’s name into English)

 

7 Golda Meir

Ness Ziona 7403650 Israel

(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

 

Attached hereto and incorporated herein is Foresight Autonomous Holdings Ltd.’s (the “Registrant”) press release issued on May 20, 2026, titled “Foresight Moves to Serial Production with $10.5 Million Potential Revenue Pipeline in Japan for ADAS Systems.” A copy of the press release is furnished herewith as Exhibit 99.1.

 

The first five paragraphs, seventh and eighth paragraphs and the section titled “Forward-Looking Statements” of the press release are incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File No. 333-292104, 333-276709 and 333-286221) and Form S-8 (Registration Nos. 333-293074, 333-229716, 333-239474, 333-268653 and 333-280778), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit No.   Description
99.1   Press release issued by Foresight Autonomous Holdings Ltd. on May 20, 2026, titled “Foresight Moves to Serial Production with $10.5 Million Potential Revenue Pipeline in Japan for ADAS Systems.”

 

 

 

 

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: May 20, 2026 By: /s/ Eli Yoresh
  Name: Eli Yoresh
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

Foresight Moves to Serial Production with $10.5 Million Potential Revenue Pipeline in Japan for ADAS Systems

 

Revenues are based on a software license model with a high gross margin yield

 

NESS ZIONA, Israel, May 20, 2026- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in 3D perception systems, today announced the signing of a Final Development and Commercialization Agreement with a Japanese in-vehicle AI device manufacturer (the “Manufacturer”) and Cornes Technologies Limited (“Cornes”) for the integration and deployment of Foresight’s proprietary ScaleCam™ stereoscopic 3D perception software into the Manufacturer’s flagship in-vehicle AI systems (the “Agreement”).

 

The Agreement, which includes a design freeze and transfer to production phase, paving the way to serial production in early 2027, is expected to generate a potential revenue, based on a software licensing model, of up to approximately $10.5 million for Foresight between 2027 and 2030. This opportunity is driven by the Manufacturer’s forecasted demand of approximately 400,000 units under the agreed volume-based recurring licensing model.

 

Under the Agreement, Foresight will supply its ScaleCam™ 3D perception software package - delivering high-resolution depth maps, dense point clouds, and industry-leading all obstacle detection with near-zero false alerts - optimized for the Manufacturer’s designated hardware and customized stereo cameras.

 

The Manufacturer’s system is a retrofit in-vehicle AI solution offering ADAS, navigation, conversational AI, entertainment, and emergency response capabilities. It targets mainly fleets and consumers’ markets in Japan, evolving through deep learning based on real-world driving data.

 

In parallel to addressing fleets and consumer markets, the parties are also targeting to integrate the joint solution with leading OEM’s, initially in Japan and then to global vehicle OEM’s and Tier 1’s. This Go to Market Strategy is expected to yield additional significant sales and revenue at a high production volume run rate.

 

Haim Siboni, CEO of Foresight, commented: “This Agreement marks a significant milestone as we transition Foresight’s proven 3D stereo vision software into a serial finished goods production in the Japanese market. By collaborating with the Manufacturer and Cornes, we are embedding our ScaleCam™ solution into an innovative AI platform that enhances road safety and driver assistance. We are excited to cooperate with the Manufacturer’s commercialization roadmap and deliver recurring revenue through software licensing. According to our agreed roadmap, we believe initial revenue are expected at the beginning of 2027.”

 

 

 

 

The Agreement supports Foresight’s strategy to expand its footprint in the Global automotive AI market through software licensing collaborations that leverage its core stereovision IP for retrofit and OEM-adjacent applications.

 

Recently, the Company announced that it has entered into a non-binding term sheet with VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave”) for a strategic investment and technology integration. Under the proposed transaction, VisionWave will acquire up to 51% (not less than 45%) of Foresight in staged closings, in exchange for approximately $17.5 million in VisionWave common stock. The collaboration will combine Foresight’s advanced stereo vision, thermal imaging, and 3D perception technologies with VisionWave’s RF sensing and AI video intelligence capabilities, creating enhanced solutions for defense, homeland security, and autonomous systems. Both companies will continue to operate independently as publicly traded entities. The transaction remains subject to due diligence, execution of definitive agreements, regulatory approvals, and other customary closing conditions.

 

About Foresight

 

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing advanced three-dimensional (3D) perception systems and cellular-based applications. Through its wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.

 

Foresight’s 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 urban mobility environments. 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 via 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, 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 potential revenue that the Agreement is expected to generate and the timing thereof, the expected number of units forecasted by the Agreement, that the parties target to integrate the joint solution with leading OEM’s and the expected delivery of recurring revenues through software licensing. 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

 

 

 

FAQ

What revenue opportunity did Foresight (FRSX) highlight in Japan for its ADAS software?

Foresight outlined a potential revenue pipeline of up to approximately $10.5 million from its ScaleCam 3D perception software in Japan between 2027 and 2030, based on a forecast demand of about 400,000 units under a volume-based licensing model.

When is Foresight (FRSX) targeting serial production for the new Japanese ADAS system?

Foresight indicated that the agreement with the Japanese AI device manufacturer includes a design freeze and transfer to production, paving the way for serial production in early 2027. According to the agreed roadmap, it believes initial revenue is expected at the beginning of 2027.

What are the key terms of Foresight’s agreement with the Japanese in-vehicle AI manufacturer?

The agreement calls for integrating Foresight’s ScaleCam 3D perception software into the manufacturer’s flagship AI systems, optimized for specific hardware and cameras. It uses a recurring, volume-based software licensing model and targets approximately 400,000 units in Japan between 2027 and 2030.

What strategic transaction is being discussed between Foresight (FRSX) and VisionWave (VWAV)?

Foresight signed a non-binding term sheet under which VisionWave would acquire up to 51% (not less than 45%) of Foresight in staged closings, in exchange for approximately $17.5 million of VisionWave common stock, subject to due diligence and definitive agreements.

How does Foresight (FRSX) plan to monetize its ScaleCam 3D perception software under this deal?

Foresight plans to monetize ScaleCam through a software license model with volume-based recurring fees tied to unit demand. The company notes this model provides a high gross margin yield, reflecting the economics typical of scalable software deployments.

Which markets will the joint in-vehicle AI solution initially target under Foresight’s new agreement?

The joint solution will initially target fleets and consumer markets in Japan, offering ADAS, navigation, conversational AI, entertainment, and emergency response. The parties also aim to integrate the solution with leading OEMs in Japan and later with global OEMs and Tier 1 suppliers.

Filing Exhibits & Attachments

2 documents