SEC Comment Letter for Foresight Autonomous Holdings Ltd. (FRSX) (CIK 0001691221) (FRSX) — Jan 23, 2017
Foresight Autonomous Holdings Ltd. (FRSX) (CIK 0001691221)
Date: Jan. 23, 2017 · CIK: 0001691221 · Accession: 0000000000-17-002289
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 January 23, 2017 Haim Siboni Chief Executive Officer Foresight Autonomous Holdings Ltd. 3 Golda Meir Ness Ziona 7414001 Israel
Re: Foresight Autonomous Holdings Ltd. Draft Registration Statement on Form 20 -F Submitted December 27, 2016 CIK No. 0001691221
Dear Mr. Siboni:
We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your amended draft registra tion statement or filed registration statement, we may have additional comments.
Risk Factors, page 3
1. You disclose in the first paragraph of your risk factors that “[a]dditional risks that you currently deem immaterial may also materially and adversely affect” you. Please delete this language from your introductory paragraph as you must disclose all risks that are material at this time.
Risks Related to the Ownership of Our ADSs or Ordinary Shares, page 14
2. Please consider including a risk factor that highlights the risk to your ADS holders whose voting rights are subject to the terms of the deposit agreement.
Haim Siboni Foresight Autonomous Holdings Ltd. January 23, 2017 Page 2
Item 4. Information on the Company
Strategy, page 24
3. Refer to the second bullet point in this section. Please provide greater specificity regarding when you expect to enter into definitive agreements and begin generating revenue. In this regard, we note the language on page 33 that you “do not expect to generate revenues from the sale of [y]our products in the next few years.”
Organizational Structure, page 27
4. Please reconcile your statement that you own one subsidiary with the disclosure on your website, which states that you develop advanced systems for accident prevention through two subsidiaries.
Item 5. Operating and Financial Review and Prospectus
F. Tabular Disclosure of Contractual Obligations, page 34
5. Please include footnotes to explain the obligations you specify in your table. We note that the amounts you are contractually obligated to pay in l ess than one year appear to exceed the rent amounts disclosed on page 27.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management, page 34
6. You state in the second full paragraph on page 35 that Mr. Dor is the chief operati ng officer. Please reconcile with the caption immediately above this disclosure, which states that he is a co -chief executive officer.
B. Compensation, page 36
7. You state in the risk factor at the bottom of page 15 that a recent amendment to the Israeli Companies Law will require disclosure of individual compensation for the five mostly highly compensation senior officers. Please advise regarding the bases on which you rely to provide compensation on an aggregate basis. Refer to Item 6.B of Form 20 -F.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 50
8. Please expand your definition of beneficial ownership in footnote (1) to include persons who may receive the economic benefit of ownership of the securities. Make similar
Haim Siboni Foresight Autonomous Holdings Ltd. January 23, 2017 Page 3
revisions to the table on page 49. Refer to the definition of “beneficial owner” under General Instruction F of Form 20 -F.
Exhibits
9. We note that you provided a summary of the agreements in exhibits 4.1 through 4.3. Please provide a translation of the full agreement as required by Exchange Act Rule 12b - 12(d)(2) or advise.
Financial Statements
Notes to the Financial Statements, page F -8
10. We note your disclosure on page 1 that you are a development stage company and we also note that you have no t generated any revenue to date. Please provide the disclosures required by ASC 275 -10-50-2A and the related examples in ASC 275 -10-55-3A and ASC 275-10-55-3B.
You may contact Laura Veator, Staff Accountant, at (202) 551 -3716 or Stephen Krikorian, Acco unting Branch Chief, at (202) 551 -3488 if you have questions regarding comments on the financial statements and related matters. Please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3453 with any other questions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Jan Woo
Show Raw Text
Mail Stop 4561
January 23, 2017
Haim Siboni
Chief Executive Officer
Foresight Autonomous Holdings Ltd.
3 Golda Meir
Ness Ziona
7414001 Israel
Re: Foresight Autonomous Holdings Ltd.
Draft Registration Statement on Form 20 -F
Submitted December 27, 2016
CIK No. 0001691221
Dear Mr. Siboni:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registra tion statement or filed registration statement, we may have additional
comments.
Risk Factors, page 3
1. You disclose in the first paragraph of your risk factors that “[a]dditional risks that you
currently deem immaterial may also materially and adversely affect” you. Please delete
this language from your introductory paragraph as you must disclose all risks that are
material at this time.
Risks Related to the Ownership of Our ADSs or Ordinary Shares, page 14
2. Please consider including a risk factor that highlights the risk to your ADS holders whose
voting rights are subject to the terms of the deposit agreement.
Haim Siboni
Foresight Autonomous Holdings Ltd.
January 23, 2017
Page 2
Item 4. Information on the Company
Strategy, page 24
3. Refer to the second bullet point in this section. Please provide greater specificity
regarding when you expect to enter into definitive agreements and begin generating
revenue. In this regard, we note the language on page 33 that you “do not expect to
generate revenues from the sale of [y]our products in the next few years.”
Organizational Structure, page 27
4. Please reconcile your statement that you own one subsidiary with the disclosure on your
website, which states that you develop advanced systems for accident prevention through
two subsidiaries.
Item 5. Operating and Financial Review and Prospectus
F. Tabular Disclosure of Contractual Obligations, page 34
5. Please include footnotes to explain the obligations you specify in your table. We note
that the amounts you are contractually obligated to pay in l ess than one year appear to
exceed the rent amounts disclosed on page 27.
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management, page 34
6. You state in the second full paragraph on page 35 that Mr. Dor is the chief operati ng
officer. Please reconcile with the caption immediately above this disclosure, which states
that he is a co -chief executive officer.
B. Compensation, page 36
7. You state in the risk factor at the bottom of page 15 that a recent amendment to the Israeli
Companies Law will require disclosure of individual compensation for the five mostly
highly compensation senior officers. Please advise regarding the bases on which you rely
to provide compensation on an aggregate basis. Refer to Item 6.B of Form 20 -F.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 50
8. Please expand your definition of beneficial ownership in footnote (1) to include persons
who may receive the economic benefit of ownership of the securities. Make similar
Haim Siboni
Foresight Autonomous Holdings Ltd.
January 23, 2017
Page 3
revisions to the table on page 49. Refer to the definition of “beneficial owner” under
General Instruction F of Form 20 -F.
Exhibits
9. We note that you provided a summary of the agreements in exhibits 4.1 through 4.3.
Please provide a translation of the full agreement as required by Exchange Act Rule 12b -
12(d)(2) or advise.
Financial Statements
Notes to the Financial Statements, page F -8
10. We note your disclosure on page 1 that you are a development stage company and we
also note that you have no t generated any revenue to date. Please provide the disclosures
required by ASC 275 -10-50-2A and the related examples in ASC 275 -10-55-3A and ASC
275-10-55-3B.
You may contact Laura Veator, Staff Accountant, at (202) 551 -3716 or Stephen
Krikorian, Acco unting Branch Chief, at (202) 551 -3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Gabriel Eckstein, Staff
Attorney, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3453 with any other
questions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.
Sincerely,
/s/ Jan Woo
Jan Woo
Branch Chief —Legal
Office of Information
Technologies and Services
cc: David Huberman, Esq.
Zysman, Aharoni, Gayer & Co.