FRSX

Business Context and Reporting Period

This Form 6-K filing by Foresight Autonomous Holdings Ltd. covers the month of March 2018, specifically reporting on a Memorandum of Understanding (MOU) entered into on March 6, 2018. The Company, based in Israel, is a foreign private issuer filing under Form 20-F.

Key Financial Metrics

The filing does not provide specific financial statements, revenue, profit, cash flow, or margin data for the reporting period. The only financial figures disclosed relate to the proposed transaction:

• Transaction Consideration: Foresight will receive approximately 74.5% of Tamda Ltd.'s issued and outstanding share capital.
• Tamda Liquidity: Tamda is expected to hold a minimum net cash of NIS 2,000,000 immediately prior to closing.
• Transaction Costs: Up to NIS 600,000 plus applicable VAT of Tamda's cash may be designated for transaction costs.

Material Changes and Transaction Details

The primary material change is the agreement to spin off Foresight's Eye-Net^TM accident prevention system activities and merge them into Tamda Ltd., an Israeli shell corporation currently on the Tel Aviv Stock Exchange (TASE) Maintenance List.

• Asset Spin-off: Foresight will incorporate a wholly owned subsidiary to hold the rights and intellectual property of the Eye-Net^TM system.
• Merger Structure: Upon closing, Foresight will sell the subsidiary to Tamda in exchange for the equity stake mentioned above.
• Listing Status: The parties intend to use best efforts to have Tamda comply with TASE requirements to move from the Maintenance List to the Main List.

Guidance, Outlook, and Risks

Timeline and Conditions:

• Due Diligence: Mutual due diligence is to be conducted within 45 days of the MOU.
• Definitive Agreement: Targeted within 30 days after due diligence completion.
• Expected Closing: End of May 2018.
• Conditions Precedent: Includes satisfactory due diligence, corporate approvals, receipt of a tax ruling, and a minimum of 10% public holding of Tamda's shares post-closing.
• Termination Rights: If conditions are not met by the closing date (or a 30-day deferral), any party may terminate the transaction without liability.

Risks and Forward-Looking Statements: The filing contains forward-looking statements regarding the spin-off and closing of the transaction. Actual results may differ materially due to risks outlined in the Company's Form 20-F filed on June 1, 2017. There is no guarantee the transaction will be consummated.

Investor Verification Checklist

• Verify the current listing status of Tamda Ltd. on the Tel Aviv Stock Exchange and its compliance with Main List requirements.
• Confirm the valuation of the Eye-Net^TM intellectual property relative to the 74.5% equity stake in Tamda.
• Monitor the completion of the 45-day due diligence period and the execution of a definitive agreement.
• Review the specific tax ruling required as a condition precedent to the transaction.
• Assess the risk of transaction termination if the 10% public float requirement for Tamda is not met.