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What changed in Rail Vision Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Rail Vision Ltd.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+562 added−546 removedSource: 20-F (2026-03-31) vs 20-F (2025-03-31)

Top changes in Rail Vision Ltd.'s 2025 20-F

562 paragraphs added · 546 removed · 333 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

98 edited+77 added−35 removed196 unchanged
Biggest changeRisks Related to the Ownership of Our Securities ● As a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers. ● We may be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may be one in any subsequent taxable year.
Biggest changeIf we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us, affecting our ability to compete. ● We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful and we may be subject to claims challenging the inventorship of our intellectual property, and we may not be able to protect our intellectual property rights throughout the world. 2 Risks Related to the Ownership of Our Securities ● As a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers. ● We may be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may be one in any subsequent taxable year.
Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel ● Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel. ● Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders. ● Your rights and responsibilities as a holder of our securities are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies. 3 ● It may be difficult to enforce a judgment of a U.S. court against us and our officers and directors and the Israeli experts named in this Annual Report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts. ● Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.
Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel ● Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel. ● Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders. ● Your rights and responsibilities as a holder of our securities are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies. ● It may be difficult to enforce a judgment of a U.S. court against us and our officers and directors and the Israeli experts named in this Annual Report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts. ● Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including: ● the provisions of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; ● any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements; and, ● Section 107 of the JOBS Act, which provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including: ● the provisions of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; 18 ● any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements; and, ● Section 107 of the JOBS Act, which provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards.
Any potential acquisition or strategic partnership may entail numerous risks, including: ● increased operating expenses and cash requirements; ● the assumption of additional indebtedness or contingent liabilities; ● the issuance of our equity securities; 25 ● assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel; ● the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition; ● retention of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships; ● risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and ● our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.
Any potential acquisition or strategic partnership may entail numerous risks, including: ● increased operating expenses and cash requirements; ● the assumption of additional indebtedness or contingent liabilities; ● the issuance of our equity securities; ● assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel; ● the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition; ● retention of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships; ● risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and ● our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.
Fluctuations in our operating results and financial condition may be due to a number of factors, including those listed below: ● the degree of market acceptance of our products and services; ● the mix of products and services that we sell during any period; ● long sale cycles; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in the amounts that we spend to promote our products and services; ● changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; ● delays between our expenditures to develop and market new or enhanced systems and the generation of sales from those products; ● development of new competitive products and services by others; ● difficulty in predicting sales patterns and reorder rates; ● litigation or threats of litigation, including intellectual property claims by third parties; ● changes in accounting rules and tax laws; ● changes in regulations and standards; ● the geographic distribution of our sales; ● our responses to price competition; ● general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; 7 ● changes in interest rates that affect returns on our cash balances and short-term investments; ● changes in dollar-NIS exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; ● the level of research and development activities by our company; and ● changes in end-use/end-user governmental regulation policy.
Fluctuations in our operating results and financial condition may be due to a number of factors, including those listed below: ● the degree of market acceptance of our products and services; ● the mix of products and services that we sell during any period; ● long sale cycles; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in the amounts that we spend to promote our products and services; ● changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; 6 ● delays between our expenditures to develop and market new or enhanced systems and the generation of sales from those products; ● development of new competitive products and services by others; ● difficulty in predicting sales patterns and reorder rates; ● litigation or threats of litigation, including intellectual property claims by third parties; ● changes in accounting rules and tax laws; ● changes in regulations and standards; ● the geographic distribution of our sales; ● our responses to price competition; ● general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; ● changes in interest rates that affect returns on our cash balances and short-term investments; ● changes in dollar-NIS exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; ● the level of research and development activities by our company; and ● changes in end-use/end-user governmental regulation policy.
Our reliance on a single or limited number of vendors involves a number of risks, including: ● potential shortages of some key components; ● product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; ● discontinuation of a product on which we rely; ● potential delays of several months in the delivery of components in the event a replacement product is sought; ● potential insolvency of these vendors; and ● reduced control over delivery schedules, manufacturing capabilities, quality and costs.
Our reliance on a single or limited number of vendors involves a number of risks, including: ● potential shortages of some key components; 7 ● product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; ● discontinuation of a product on which we rely; ● potential delays of several months in the delivery of components in the event a replacement product is sought; ● potential insolvency of these vendors; and ● reduced control over delivery schedules, manufacturing capabilities, quality and costs.
Our future capital requirements will depend on many factors, including but not limited to: ● the scope, rate of progress, results and cost of product development, testing and other related activities; ● the cost of establishing commercial supplies of our products; ● the cost and timing of establishing sales, marketing, production and distribution capabilities; and ● the terms and timing of any collaborative, licensing, and other arrangements that we may establish.
Our future capital requirements will depend on many factors, including but not limited to: ● the scope, rate of progress, results and cost of product development, testing and other related activities; 4 ● the cost of establishing commercial supplies of our products; ● the cost and timing of establishing sales, marketing, production and distribution capabilities; and ● the terms and timing of any collaborative, licensing, and other arrangements that we may establish.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees, if any, or as senior management. 24 Sales of a substantial number of our ordinary shares in the public market by our existing shareholders could cause our share price to fall.
The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees, if any, or as senior management. Sales of a substantial number of our ordinary shares in the public market by our existing shareholders could cause our share price to fall.
Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the date we are no longer an emerging growth company and reach accelerated filer status. 12 Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.
Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the date we are no longer an emerging growth company and reach accelerated filer status. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.
Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations. 6 Our business may be adversely affected by changes in railway safety regulations . As the autonomous train industry continues to develop, regulators, including the U.S.
Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations. Our business may be adversely affected by changes in railway safety regulations . As the autonomous train industry continues to develop, regulators, including the U.S.
If we were unable to find a suitable supplier for a particular component or compound, we could be required to modify our existing products or the end-parts that we offer to accommodate substitute components or compounds. 8 Furthermore, in some of our agreements, customers require the ability to maintain systems for a period of at least ten years.
If we were unable to find a suitable supplier for a particular component or compound, we could be required to modify our existing products or the end-parts that we offer to accommodate substitute components or compounds. Furthermore, in some of our agreements, customers require the ability to maintain systems for a period of at least ten years.
Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business. 16 Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. 1 D. Risk Factors You should carefully consider the risks described below, together with all of the other information in this Annual Report on Form 20-F.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below, together with all of the other information in this Annual Report on Form 20-F.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. 23 Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service .
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service .
If we are not able to predict market trends accurately, we may not benefit from such research and development activities, and our results of operations may suffer. As our future development and commercialization plans and strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and legal personnel.
If we are not able to predict market trends accurately, we may not benefit from such research and development activities, and our results of operations may suffer. 12 As our future development and commercialization plans and strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and legal personnel.
Scrutiny of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business. Public companies have recently faced scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups.
Scrutiny of sustainability and environmental, social, and governance (“ESG”) initiatives could increase our costs or otherwise adversely impact our business. Public companies have recently faced scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups.
Following our home country corporate governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the Nasdaq may provide less protection to investors than what would otherwise be accorded to investors under the listing rules of the Nasdaq applicable to domestic U.S. issuers. 20 Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.
Following our home country corporate governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the Nasdaq may provide less protection to investors than what would otherwise be accorded to investors under the listing rules of the Nasdaq applicable to domestic U.S. issuers. 21 Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed. If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed. 15 If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
Based on our market capitalization and the composition of our income, assets and operations, there can be no assurance that we were not a PFIC for the year ended December 31, 2024, and although we have not determined whether we will be a PFIC for United States federal income tax purposes for the year ending December 31, 2025, or in any subsequent year, there can be no assurance that our market capitalization and the composition of our income, assets and operations for any such years will not cause us to be a PFIC.
Based on our market capitalization and the composition of our income, assets and operations, there can be no assurance that we were not a PFIC for the year ended December 31, 2025, and although we have not determined whether we will be a PFIC for United States federal income tax purposes for the year ending December 31, 2026, or in any subsequent year, there can be no assurance that our market capitalization and the composition of our income, assets and operations for any such years will not cause us to be a PFIC.
With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies may be subject to certain restrictions and additional terms.
With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a restriction period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies may be subject to certain restrictions and additional terms.
Among other matters, U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector.
Among other matters, U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, legal counsel, accountants, consultants, contractors and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector.
Since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq.
Since the commencement of these events in October 2023, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq.
Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us.
Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us.
Discontinuation of operations at our and third-parties’ manufacturing sites could prevent us from timely filling customer orders and could lead to unforeseen costs for us. We plan to assemble and test the systems that we sell at single facilities in various locations that are specifically dedicated to separate categories of systems.
Discontinuation of operations at our or third-parties’ manufacturing sites could prevent us from timely fulfilling customer orders and could lead to unforeseen costs for us. We plan to assemble and test the systems that we sell at single facilities in various locations that are specifically dedicated to separate categories of systems.
Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates in the future and otherwise adversely affect our tax positions and/or our tax liabilities.
Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions and/or our tax liabilities.
We are an early commercialization stage company with a limited operating history and have not yet generated significant revenues from our sales and operations. We have incurred net losses since our inception in 2016, including net losses of approximately $29 million for the year ended December 31, 2024.
We are an early commercialization stage company with a limited operating history and have not yet generated significant revenues from our sales and operations. We have incurred net losses since our inception in 2016, including net losses of approximately $11 million for the year ended December 31, 2025.
Recent case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws.
Recent case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee depending on the circumstances and the contractual arrangements between the parties. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws.
Competitors may infringe our intellectual property. If we were to initiate legal proceedings against a third party to enforce a patent covering one of our products, the defendant could counterclaim that the patent covering our product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace.
If we were to initiate legal proceedings against a third party to enforce a patent covering one of our products, the defendant could counterclaim that the patent covering our product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace.
Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.
Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary, in order to meet our business partners face to face.
As of December 31, 2024, we had an accumulated deficit of approximately $95 million. We have devoted substantially all of our financial resources to develop our solutions and have begun the process to invest in our sales and marketing activities as we start to transition to an early commercialization stage company.
As of December 31, 2025, we had an accumulated deficit of approximately $108 million. 3 We have devoted substantially all of our financial resources to develop our solutions and have begun the process to invest in our sales and marketing activities as we start to transition to an early commercialization stage company.
As a result of this adoption, our financial statements may not be comparable to companies that comply with the public company effective date. 17 We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Such disruptions may be caused by, among other factors, earthquakes, fire, flood and other natural disasters. Accordingly, any such disruption could result in a material adverse effect on our revenue, results of operations and earnings, and could also potentially damage our reputation.
Such disruptions may be caused by, among other factors, earthquakes, fire, flood, and other natural disasters. Accordingly, any prolonged or significant disruption could result in a material adverse effect on our business, results of operations and earnings, and could also potentially damage our reputation.
Our functional and reporting currency is the U.S. dollar. A material portion of our operating expenses is incurred outside the United States, mainly in NIS, and is subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in NIS. Our foreign currency-denominated expenses consist primarily of personnel, rent and other overhead costs.
A material portion of our operating expenses is incurred outside the United States, mainly in NIS, and is subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in NIS. Our foreign currency-denominated expenses consist primarily of personnel, rent and other overhead costs.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region, including Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist militia and political group in Lebanon).
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, including Iran, Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), Hezbollah (an Islamist terrorist militia and political group based in Lebanon) and other terrorist organizations active in the region.
Our board of directors may issue, or reserve for issuance, an additional 42,976,812 ordinary shares, which might dilute your holdings substantially. To the extent that ordinary shares are issued or options and warrants are exercised, holders of our ordinary shares will experience dilution.
Our board of directors may issue, or reserve for issuance, an additional 48,630 ordinary shares, which might dilute your holdings substantially. To the extent that ordinary shares are issued or options and warrants are exercised, holders of our ordinary shares will experience dilution.
We anticipate that our expenses will increase substantially if and as we: ● continue the development and testing of our products; ● establish a sales, marketing, production and distribution infrastructure to commercialize our products; ● seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; ● seek to maintain, protect, and expand our intellectual property portfolio; ● seek to attract and retain skilled personnel; and ● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts. 4 We have not generated significant revenues from the sale of our current products and may never be profitable.
We anticipate that our expenses will increase substantially if and as we: ● continue the development and testing of our products; ● establish a sales, marketing, production and distribution infrastructure to commercialize our products; ● seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; ● seek to maintain, protect, and expand our intellectual property portfolio; ● seek to attract and retain skilled personnel; and ● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts.
Defects in products could give rise to product returns or product liability, warranty or other claims that could result in material expenses, diversion of management time and attention, and damage to our reputation. ● Our business may be adversely affected by changes in railway safety regulations. ● Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. ● The markets in which we participate are competitive and our failure to compete successfully could cause any future revenues and the demand for our products not to materialize or to decline over time. ● If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted. ● Our planned international operations will expose us to additional market and operational risks, and failure to manage these risks may adversely affect our business and operating results. 2 ● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
Defects in products could give rise to product returns or product liability, warranty or other claims that could result in material expenses, diversion of management time and attention, and damage to our reputation. ● Our business may be adversely affected by changes in railway safety regulations. ● Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. ● The markets in which we participate are competitive and our failure to compete successfully could cause any future revenues and the demand for our products not to materialize or to decline over time. ● If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted. ● We are an international business, and we are exposed to various global and local risks that could have a material adverse effect on our financial condition and results of operations. ● Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
There can be no assurance that our effective tax rates, tax payments, tax credits, or incentives will not be adversely affected by changes in tax laws in various jurisdictions. We may not be able to successfully manage our planned growth and expansion.
There can be no assurance that our effective tax rates, tax payments, or tax credits and incentives will not be adversely affected by these or other developments or changes in law. We may not be able to successfully manage our planned growth and expansion.
This may result in gains or losses with respect to movements in exchange rates which may be material and may also cause fluctuations in reported financial information that are not necessarily related to its operating results.
We are therefore exposed to foreign currency risk due to fluctuations in exchange rates. This may result in gains or losses with respect to movements in exchange rates which may be material and may also cause fluctuations in reported financial information that are not necessarily related to its operating results.
Our share price could be subject to wide fluctuations in response to a variety of factors, which include: ● whether we achieve our anticipated corporate objectives; ● actual or anticipated fluctuations in our quarterly or annual operating results; 19 ● changes in our financial or operational estimates or projections; ● our ability to implement our operational plans; ● termination of the lock-up agreement or other restrictions on the ability of our shareholders to sell shares after the initial public offering; ● changes in the economic performance or market valuations of companies similar to ours; and ● general economic or political conditions in the United States or elsewhere.
Our share price could be subject to wide fluctuations in response to a variety of factors, which include: ● whether we achieve our anticipated corporate objectives; ● actual or anticipated fluctuations in our quarterly or annual operating results; ● changes in our financial or operational estimates or projections; ● our ability to implement our operational plans; ● termination of the lock-up agreement or other restrictions on the ability of our shareholders to sell shares after the initial public offering; ● changes in the economic performance or market valuations of companies similar to ours; and ● general economic or political conditions in the United States or elsewhere. 20 In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies.
We may be subject to securities litigation, which is expensive and could divert management attention. In the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. We may be the target of this type of litigation in the future.
Federal Income Tax Considerations-Passive Foreign Investment Companies.” We may be subject to securities litigation, which is expensive and could divert management attention. In the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. We may be the target of this type of litigation in the future.
In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors. 14 We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 16 In addition, under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 17 In addition, under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during and in consequence of his or her employment with a company may be regarded as “service inventions,” which the employer is generally entitled to, absent of an agreement between the employee and employer giving the employee service invention rights or providing otherwise.
Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, claim that the consideration for the acquisition of the shares does not reflect their fair market value, and petition an Israeli court to alter the consideration for the acquisition accordingly, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights, and the acquirer or the company published all required information with respect to the tender offer prior to the tender offer’s response date. 22 Israeli tax considerations also may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax.
Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, claim that the consideration for the acquisition of the shares does not reflect their fair market value, and petition an Israeli court to alter the consideration for the acquisition accordingly, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights, and the acquirer or the company published all required information with respect to the tender offer prior to the tender offer’s response date.
Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may face claims demanding remuneration in consideration of assigned inventions.
Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment, and we include assignment provisions in agreements with certain consultants and other service providers, we may face claims demanding remuneration in consideration of assigned inventions.
Risks Related to Our Business and Industry ● We depend entirely on the success of our current products that we have started to commercialize and that we may further develop, we may not be able to successfully introduce these products and commercialize them, and we may not be able to successfully manage our planned growth, and our operating results and financial condition may fluctuate.
Raising additional capital would cause dilution to our existing shareholders, and may affect the rights of existing shareholders. 1 Risks Related to Our Business and Industry ● We depend entirely on the success of our current products that we have started to commercialize and that we may further develop, we may not be able to successfully introduce these products and commercialize them, and we may not be able to successfully manage our planned growth, and our operating results and financial condition may fluctuate.
Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred. See “Taxation—Israeli Tax Considerations and Government Programs” for additional information.
Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred.
While we have commenced commercialization efforts of our product, we have not yet generated significant revenues since the date of our inception. Our first revenues were recorded in our unaudited interim condensed financial statements for the period ended June 30, 2021.
We have not generated significant revenues from the sale of our current products and may never be profitable. While we have commenced commercialization efforts of our products, we have not yet generated significant revenues since the date of our inception. Our first revenues were recorded in our unaudited interim condensed financial statements for the period ended June 30, 2021.
In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.
In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget. 14 Scrutiny of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business.
Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our ordinary shares.
Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and the market price of our ordinary shares, and could make it more difficult for us to raise capital.
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions.
As a company incorporated under the law of the State of Israel, we are subject to Israeli law. Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions.
We depend on the efficient and uninterrupted operation of our computer and communications systems, and those of our consultants, contractors and vendors, which we use for, among other things, sensitive company data, including our intellectual property, financial data and other proprietary business information.
Our business and operations might be adversely affected by security breaches, including any cybersecurity incidents. We depend on the efficient and uninterrupted operation of our computer and communications systems, and those of our consultants, contractors and vendors, which we use for, among other things, sensitive company data, including our intellectual property, financial data and other proprietary business information.
Since our incorporation, we have also sought patent protection for certain of our products. Our success depends in large part on our ability to obtain and maintain patent and other intellectual property protection in the United States and in other countries with respect to our proprietary technology and new products.
Our success depends in large part on our ability to obtain and maintain patent and other intellectual property protection in the United States and in other countries with respect to our proprietary technology and new products.
We may not be able to attract and retain personnel on acceptable terms given the competition in the industry in which we operate. Moreover, certain of our competitors or other technology businesses may seek to hire our employees.
As a result, competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition in the industry in which we operate. Moreover, certain of our competitors or other technology businesses may seek to hire our employees.
This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations. Raising additional capital would cause dilution to our existing shareholders, and may affect the rights of existing shareholders.
This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
Because of our reliance on all of these production facilities, a disruption at any of those facilities could materially damage our ability to supply our products to the marketplace in a timely manner. Depending on the cause of the disruption, we could also incur significant costs to remedy the disruption and resume product shipments.
Because of our reliance on all of these production facilities, any disruption to the operations of these facilities could materially damage our ability to deliver our products to our customers on schedule. Depending on the cause of the disruption, we could also incur significant costs to remedy the disruption and resume product shipments.
Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the issued share capital and a majority of the offerees that do not have a personal interest in the tender offer approves the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares.
Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the aggregate holdings of shareholders who did not accept the tender offer is less than 5% of the issued share capital and a majority of the offerees that do not have a personal interest in the tender offer approves the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares.
In general, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition. 15 We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.
In general, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition.
Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations. 5 If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of our products or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of our products or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.
We have financed our operations primarily through the issuance of equity securities. See “Item 5. Operating and Financial Review and Prospects— B. Operating Results— Financing Activities— Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)” “Item 5. Operating and Financial Review and Prospects— B. Operating Results— Financing Activities—Standby Equity Purchase Agreement (October 2024)” and for additional information.
We have financed our operations primarily through the issuance of equity securities. See “Item 5. Operating and Financial Review and Prospects— B. Operating Results— Financing Activities” and for additional information.
This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards.
This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards. As a result of this adoption, our financial statements may not be comparable to companies that comply with the public company effective date.
We currently maintain a limited coverage of product liability insurance, which could materially affect our financial condition in the event we have a product liability claim. Currently, we maintain limited coverage of product liability insurance in the amounts of $2 million to $3 million, depending on the territory, which will be necessary prior to the commercialization of our products.
We currently maintain a limited coverage of product liability insurance, which could materially affect our financial condition in the event we have a product liability claim. Currently, we maintain limited coverage of product liability insurance in the amount of $3 million.
The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patent Law, shall determine whether the employee is entitled to remuneration for his inventions.
The Patent Law also provides that if there is no such agreement addressing an employee’s entitlement to remuneration in respect of a service invention, the employee may apply to the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patent Law, which has authority to determine whether the employee is entitled to remuneration for such inventions.
If the ceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected. 21 Our insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East or for any resulting disruption in our operations.
Our insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East or for any resulting disruption in our operations.
Recruiting and retaining qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of skilled personnel in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high.
Also, our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our software engineers. Recruiting and retaining qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of skilled personnel in our industry, which is likely to continue.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our ordinary shares, regardless of our actual operating performance, and we have little or no control over these factors.
Broad market and industry factors may negatively affect the market price of our ordinary shares, regardless of our actual operating performance, and we have little or no control over these factors.
Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations.
Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations. As of March 25, 2026, 3 of our employees are serving in active duty, who are not an executive or perform critical or exclusive functions.
We incur significant additional costs as a result of being a public company subject to SEC reporting requirements in the United States, and our management is required to devote substantial additional time to new compliance initiatives as well as to compliance with ongoing United States reporting requirements.
Accordingly, any failure to maintain compliance with Nasdaq’s continued listing requirements could have a material adverse effect on our business, financial condition, results of operations and the value of our ordinary shares. 26 We incur significant additional costs as a result of being a public company subject to SEC reporting requirements in the United States, and our management is required to devote substantial additional time to new compliance initiatives as well as to compliance with ongoing United States reporting requirements.
If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us. Historically, we have relied on trade secret protection and confidentiality agreements to protect the intellectual property related to our technologies and products.
Risks Related to Our Intellectual Property If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us.
Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.
Also, as a “foreign private issuer,” we are not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies will reduce the frequency and scope of information and protections available to investors in comparison to those applicable to a U.S. domestic reporting companies.
Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders. As a company incorporated under the law of the State of Israel, we are subject to Israeli law.
However, these measures may not fully mitigate the impact of exchange rate volatility on our results of operations. Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders.
We may be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of our ordinary shares if we are or were to become a PFIC.
There generally would be negative tax consequences for U.S. taxpayers that are holders of our ordinary shares if we are or were to become a PFIC.
As an emerging growth company under the JOBS Act, our management is required to report upon the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.
As a result, our shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. As an emerging growth company under the JOBS Act, our management is required to report upon the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.
Furthermore, we face a risk of exposure to claims in the event that our products are used in connection with autonomous train operations, and do not perform as expected or experience a malfunction that results in personal injury or death.
Furthermore, we face a risk of exposure to claims in the event that our products are used in connection with autonomous train operations, and do not perform as expected or experience a malfunction that results in personal injury or death. 5 Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our reputation, and could cause us to fail to retain or attract customers.
However, we cannot predict if and to what extent these ceasefires will remain in effect or upheld. In addition, Iran recently launched direct attacks on Israel involving hundreds of drones and missiles, has threatened to continue to attack Israel, and is widely believed to be developing nuclear weapons.
In addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons.
Additionally, the absence of a significant number of the employees of our Israeli suppliers and contractors related to military service or the absence for extended periods of one or more of their key employees for military service may disrupt their operations.
Additionally, the absence of a significant number of the employees of our Israeli suppliers and contractors related to military service or the absence for extended periods of one or more of their key employees for military service may disrupt their operations. 25 General Risk Factors If we fail to maintain compliance with the Nasdaq minimum listing requirements, our ordinary shares will be subject to delisting.
In particular, in October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel.
Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers.
We also consider from time to time various strategic alternatives that could involve issuances of additional ordinary shares, including but not limited to acquisitions and business combinations, but do not currently have any definitive plan to enter into any such transaction.
We also consider from time to time various strategic alternatives that could involve issuances of additional ordinary shares, including but not limited to acquisitions and business combinations, but do not currently have any definitive plan to enter into any such transaction. 27 If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or ordinary shares, our ordinary shares price and trading volume could decline.
General Risk Factors ● If we are unable for any reason to meet the continued listing requirements of Nasdaq, such action or inaction could result in a delisting of our ordinary shares. ● Sales of a substantial number of our ordinary shares in the public market by our existing shareholders could cause our share price to fall. ● Raising additional capital or the issuance of additional equity securities would cause dilution to our existing shareholders and may affect the rights of existing shareholders or the market price of our ordinary shares.
Our ability to publicly or privately sell equity securities and the liquidity of our ordinary shares could be adversely affected if our ordinary shares are delisted. ● Sales of a substantial number of our ordinary shares in the public market by our existing shareholders could cause our share price to fall. ● Raising additional capital or the issuance of additional equity securities would cause dilution to our existing shareholders and may affect the rights of existing shareholders or the market price of our ordinary shares.
Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters.
If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe Shunting Yard System The Shunting Yard System used at the shunting yard is meant to streamline work in the operational areas of railways (shunting yards) which are used for the assembly, disassembly loading and unloading of freight trains. 36 The shunting yard application of the railway detection system consists of two external sensor units installed on either side of the locomotive that are linked to the central processing unit inside the train, and uses algorithms, artificial intelligence/deep learning neural nets, to classify these obstacles in real time, at a range of up to 200 meters on and beside the track, under severe weather and poor visibility conditions.
Biggest changeThe ShuntingYard System The ShuntingYard System is designed to streamline work in the operational areas of railways (shunting yards), which are used for the assembly, disassembly loading, and unloading of freight trains. The ShuntingYard System consists of two external sensor units installed on either side of the locomotive that are linked to the central processing unit inside the train.
The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment. In April 2024, the Company received an initial purchase order for the Company’s Shunting Yard systems amounting to approximately $1,000,000, as part of this contract.
The contract also includes specific purchase quotas that, if met, will provide the customer with exclusivity in the North American industrial railyards switching segment. In April 2024, the Company received an initial purchase order for the Company’s Shunting Yard systems amounting to approximately $1,000,000, as part of this contract.
Fully automated, driverless driving provides an answer to this”, noting that an aging workforce and more retirements are causing “train cancellations due to a lack of staff – especially train drivers” and that “fully automated, driverless driving offers a technical solution to this problem” Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” 29 Rail Vision’s unique ability to deliver solutions across the full spectrum of autonomy, from Level 1 to Level 5 positions the company to capitalize on this shift.
Fully automated, driverless driving provides an answer to this”, noting that an aging workforce and more retirements are causing “train cancellations due to a lack of staff - especially train drivers” and that “fully automated, driverless driving offers a technical solution to this problem” 31 Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” Rail Vision’s unique ability to deliver solutions across the full spectrum of autonomy, from Level 1 to Level 5, positions the company to capitalize on this shift.
We will be an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1.07 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of the ordinary shares pursuant to an effective registration statement (i.e., December 31, 2027), (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a “large accelerated filer” as defined in Regulation S-K under the Securities Act, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th. 26 As a foreign private issuer, we are exempt from certain rules and regulations under the Exchange Act that are applicable to other public companies that are not foreign private issuers.
We will be an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1.235 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of the ordinary shares pursuant to an effective registration statement (i.e., December 31, 2027), (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a “large accelerated filer” as defined in Regulation S-K under the Securities Act, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th. 28 As a foreign private issuer, we are exempt from certain rules and regulations under the Exchange Act that are applicable to other public companies that are not foreign private issuers.
In May 2024, Deutsche Bahn’s Digitale Schiene initiative stated that “for many railway undertakings (RUs), it is becoming increasingly important to operate trains with fewer staff.
In May 2024, Deutsche Bahn’s Digitale Schiene initiative stated that “for many railway undertakings, it is becoming increasingly important to operate trains with fewer staff.
Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” This growth aligns with Rail Vision’s strategic focus on leveraging AI-driven systems to meet the increasing demand for safety, efficiency, and predictive maintenance solutions.
Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” (2024) This growth aligns with Rail Vision’s strategic focus on leveraging AI-driven systems to meet the increasing demand for railway safety, efficiency, and predictive maintenance solutions.
Supply-Side Trends: Technological advancements in AI, machine learning, and sensor technologies, as noted, are reshaping the Driver Assistance Systems (DAS) market. Rail Vision leverages these advancements with its AI-driven detection and classification systems, providing enhanced obstacle detection and decision-making support.
Supply-Side Factors: Technological advancements in AI, machine learning, and sensor technologies, as noted, are reshaping the Driver Assistance Systems (DAS) market. Rail Vision leverages these advancements with its AI-driven detection and classification systems, providing enhanced obstacle detection and decision-making support.
We invest significant efforts in promoting sales to passenger and freight train operators. The sales processes for this market segment includes a demonstration of the system’s capabilities according to specific requirements of each train operator.
We invest significant efforts in promoting sales to passenger and freight train operators. The sales processes for this market segment include a demonstration of the system’s capabilities according to specific requirements of each train operator.
In April 2024, the Company received an initial purchase order for the Company’s Shunting Yard systems amounting to approximately $1,000,000 as part of this contract. In June 2024, the Company received follow-on orders from this customer in a total amount of approximately $200,000, which is in addition to the existing contract and refers to additional services requested by the customer.
In April 2024, the Company received an initial purchase order for the Company’s ShuntingYard systems amounting to approximately $1,000,000 as part of this contract. In June 2024, the Company received follow-on orders from this customer in a total amount of approximately $200,000, which is in addition to the existing contract and refers to additional services requested by the customer.
In January 2024, we signed a supply contract with this customer valued at up to $5,000,000 for the purchase our AI-based Switch Yard Systems. The first phase of the contract was valued at $1,000,000. Follow-on orders for additional Switch Yard Systems, valued at up to $4,000,000, are subject to customer approval.
In January 2024, we signed a supply contract with this customer valued at up to $5,000,000 for the purchase of our AI-based ShuntingYard Systems. The first phase of the contract was valued at $1,000,000. Follow-on orders for additional ShuntingYard Systems, valued at up to $4,000,000, are subject to customer approval.
Follow-on orders for additional Switch Yard Systems, valued at up to $4,000,000, are subject to customer approval. The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment.
Follow-on orders for additional ShuntingYard Systems, valued at up to $4,000,000, are subject to customer approval. The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment.
Locomotives for passenger and freight trains – Our strategic focus on this market segment derives from the fact that it includes the largest number of trains, and that the trains operating in this market segment are exposed to serious risks and the realistic probability for potentially fatal accidents.
Locomotives for passenger and freight trains - Our strategic focus on this market segment, through our MainLine system, derives from the fact that it includes the largest number of trains, and that the trains operating in this market segment are exposed to serious risks and the realistic probability for potentially fatal accidents.
This railway detection system application will be able to collect the data from the sensors and check for any changes in and around the track infrastructure in order to indicate possible defects in the infrastructures. Currently, this application is in the initial research and development (R&D) stage.
This railway detection system application will be able to collect the data from the sensors and check for any changes in and around the track infrastructure in order to indicate possible defects in the infrastructure. Currently, this application is in the initial research and development stage.
With advanced AI-driven systems tailored for safety and operational efficiency, Rail Vision is well-equipped to meet the demands of an industry transitioning toward high automation while maintaining relevance in existing driver-assistance applications. Market trends indicate a significant shift in demand across train types, with suburban and long-distance freight and passenger trains becoming increasingly critical growth areas.
With advanced AI-driven systems tailored for safety and operational efficiency, Rail Vision is well-equipped to meet the demands of an industry transitioning toward high automation while continuing to deliver high-impact value in existing driver-assistance applications. Market trends indicate a significant shift in demand across train types, with suburban and long-distance freight and passenger trains becoming increasingly critical growth areas.
Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business. We have 26 registered patents and 11 pending patent applications.
Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business. We have 46 registered patents and 2 pending patent applications.
The market trends of integrating ADAS and autonomous technology in locomotives is impacted by demand-side trends, such as increased safety awareness and a focus on operational efficiency, as well as supply-side trends, such as technological advancements and collaborative partnerships. Demand-Side Trends: The rising emphasis on safety awareness and operational efficiency aligns perfectly with Rail Vision’s technology.
The market trends of integrating ADAS and autonomous technology in locomotives are impacted by demand-side factors, such as increased safety awareness and focus on operational efficiency, as well as supply-side trends, such as technological advancements and collaborative partnerships. Demand-Side Factors: The rising emphasis on safety awareness and operational efficiency aligns with Rail Vision’s technology.
Rail operators are increasingly investing in systems that provide real-time situational awareness and predictive maintenance capabilities, both of which are core strengths of Rail Vision’s Main Line and Shunting Yard systems. This growing demand highlights the market’s shift toward prioritizing safety, reducing human error, and optimizing performance—objectives that Rail Vision directly addresses.
Rail operators are increasingly investing in systems that provide real-time situational awareness and predictive maintenance capabilities, both of which are core strengths of Rail Vision’s MainLine and ShuntingYard systems. This growing demand highlights the market’s shift toward prioritizing safety, reducing human error, and optimizing performance, objectives that Rail Vision directly addresses.
Property, Plant and Equipment Our corporate headquarters, which includes our offices and research and development facility, is located at 15 Ha’Tidhar St., Ra’anana 4366517, Israel, where we currently occupy approximately 16,900 square feet. We lease our facilities for a monthly rent of approximately NIS 83,000 (approximately $26,000) and our current lease period ends in September 2026.
Property, Plant and Equipment Our corporate headquarters, which includes our offices and research and development facility, is located at 15 Ha’Tidhar St., Ra’anana, Israel, where we currently occupy approximately 1,570 square meters (approximately 16,900 square feet). We lease our facilities for a monthly rent of approximately NIS 85,000 (approximately $26,500) and our current lease period ends in September 2026.
For more information, please see “Item 3.D–Risk Factors—Risks Related to our Intellectual Property.” In addition, we may be exposed to claims and/or suits regarding the use of proprietary rights of third parties who received approval for the registration of a patent in respect of an application which had already been filed when we made use of such rights. 48 Legal proceedings We are not currently party to any pending material legal proceedings.
For more information, please see “Item 3.D-Risk Factors-Risks Related to our Intellectual Property.” In addition, we may be exposed to claims and/or suits regarding the use of proprietary rights of third parties who received approval for the registration of a patent in respect of an application which had already been filed when we made use of such rights.
Rail Visons increased presence in Latin America has the potential to assist operators in improved reporting and transparency by collecting big data and statistics using our systems and presenting it to the operators using Rail Vision’s web application, which is described in the “Our Solutions” section below.
Rail Vision’s increased presence in Latin America has the potential to assist operators in improving reporting and transparency by collecting big data and statistics using our systems and presenting this information to the operators through Rail Vision’s web application, which is described in the “Our Solutions” section below.
US-based rail and leasing services company In January 2024, we signed a supply contract with a leading US-based rail and leasing services company valued at up to $5,000,000 (USD) for the purchase our AI-based Switch Yard Systems. The first phase of the contract was valued at $1,000,000 (USD).
U.S.-based rail and leasing services company In January 2024, we signed a supply contract with a leading U.S.-based rail and leasing services company valued at up to $5,000,000 for the purchase our AI-based ShuntingYard Systems. The first phase of the contract was valued at $1,000,000.
Additionally, Rail Vision’s strategic collaborations with leading rail operators and technology partners, such as Knorr-Bremse, reflect the increasing importance of partnerships in accelerating innovation and integration into existing rail infrastructures. 31 Railway accidents are generally attributed to several factors, such as the human factor, which include the driver’s failure to notice and respond to obstacles on the track, the driver’s ability to react to potential dangers, and the driver’s field of view, which gets worse in poor lighting or severe weather conditions.
Additionally, Rail Vision’s strategic collaborations with leading rail operators and technology partners reflect the increasing importance of partnerships in accelerating innovation and integration into existing rail infrastructures. 34 Railway accidents are generally attributed to several factors, such as the human factor, which includes the driver’s failure to notice and respond to obstacles on the track, limited ability to react to potential dangers, and obstructed field of view, which is impaired in poor lighting or severe weather conditions.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is subject to Israeli law. C. Organizational Structure We currently have no subsidiaries. D.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is subject to Israeli law. C.
On January 7, 2025, Rail Vision signed a Memorandum of Understanding (MOU) with a leading Indian rail supplier to penetrate the Indian rail market. This strategic partnership aims to introduce Rail Vision’s advanced safety solutions to enhance the operational efficiency and safety of India’s vast railway network. 2.
In January 2025, we signed a Memorandum of Understanding (MOU) with a leading Indian rail supplier to penetrate the Indian rail market. This strategic partnership aims to introduce our advanced safety solutions to enhance the operational efficiency and safety of India’s vast railway network.
Loram Maintenance of Way, Inc. In April 2024, we received an order for our Switch Yard System from Loram, a leading US-based provider of railway track maintenance equipment and services. In June 2024, we completed the successful delivery and installation, marking the beginning of a pilot project aimed at enhancing Loram’s rail track maintenance operations with our advanced technology.
In April 2024, we received an order for our ShuntingYard System from Loram, a leading U.S.- based provider of railway track maintenance equipment and services. In June 2024, we successfully completed the delivery and installation, marking the beginning of a pilot project aimed at enhancing Loram’s rail track maintenance operations with our advanced technology.
The railway is an essential form of transportation. Efficient and safe railway infrastructure plays a central role in the global economy. The process of expanding and upgrading railways is taking place worldwide, driving the importance to produce safe and reliable railway infrastructure.
Rail transport is an essential form of transportation, and efficient, safe railway infrastructure plays a central role in the global economy. The process of expanding and upgrading railways is taking place worldwide, driving the necessity for safe and reliable railway infrastructure.
Generally, such railway detection systems fall into two main categories – those which are installed on the train (such as our railway detection system), and those that are fixed signaling systems installed as part of the stationary infrastructure.
Generally, these railway detection systems fall into two main categories: onboard systems installed on the train (such as our railway detection system), and fixed signaling systems installed as part of the stationary infrastructure.
On January 10, 2025, Rail Vision Ltd. received a purchase order for its Main Line product from a leading Central American freight operator. This order aims to support a proof of concept to demonstrate the system’s advanced capabilities in enhancing rail safety and operational efficiency through real-time object detection and classification driven by AI and long-range vision sensors.
In January 2025, we received a purchase order for our MainLine System from a leading Central American freight operator. This order aims to support a proof of concept (POC) to demonstrate the system’s advanced capabilities in enhancing rail safety and operational efficiency through real-time object detection and classification driven by AI and long-range vision sensors.
A lack of safety and inefficiency may reduce the reliability of train travel, decrease public usage and cause economic damage, including heavier road traffic, more air pollution, and diminish to the quality of life in general.
A lack of safety and inefficiency may reduce the reliability of train travel, decrease public usage and cause economic damage, including heavier road traffic, increased air pollution, and a diminished quality of life.
The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://sec.gov. We use our website (http://www.railvision.io), LinkedIn (https://www.linkedin.com/company/rail-vision), and Facebook (https://www.facebook.com/railvision.io) as channels of distribution of Company information. The information we post through this channel may be deemed material.
The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://sec.gov. We use our website ( http://www.railvision.io ), LinkedIn ( https://www.linkedin.com/company/rail-vision ), X (formerly Twitter) ( https://x.com/Rail_Vision ) and Facebook ( https://www.facebook.com/railvision.io ) as channels of distribution of Company information.
We focus on the following three main segments of the market as described above: 1. Locomotives for shunting yards – We have focused on selling the ShuntingYard system to shunting yard operators.
Market Segments We are currently focusing on the following two main segments of the market as described above: 1. Locomotives for shunting yards - We are focused on selling the ShuntingYard System to shunting yard operators.
Beyond GoA 4 freight trains, there are some very specific environments where trains are operated without drivers and rely on signaling systems and a sterile testing environment, such as train lines in airports or underground train lines. Such autonomous lines are rare and can only be implemented if the conditions are precise.
Beyond GoA 4 freight trains, there are some very specific environments where trains are operated without drivers and rely on signaling systems and a sterile testing environment, such as train lines in airports or underground train lines.
The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment. In June 2024, the Company received follow-on orders from this customer in a total amount of approximately $200,000 which is in addition to the existing contract and refers to additional services requested by the customer.
The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment. In June 2024, we received follow-on orders from this customer, totaling approximately $200,000. These orders are in addition to the existing contract and relate to additional services requested by the customer.
In March 2024 we received an order for our Switch Yard System from a Class 1 freight rail company in the United States. The freight rail company, which is one of the largest in North America, will install and use the system on its locomotive for evaluation and testing different scenarios related to safety.
In March 2024, we received an order for our ShuntingYard System from a Class 1 freight rail company in the United States, which is one of the largest in North America. In June 2024, we successfully completed the installation of the system on the customer’s locomotive for evaluation and testing in different scenarios related to safety and efficiency.
Key Features of the D.A.S.H. solution include: ● Seamless Integration: D.A.S.H. integrates effortlessly with existing and future big data platforms from other sensors, creating a synergistic environment for data analysis and operational efficiency. ● Enhanced Decision-Making: By leveraging advanced detection capabilities and robust safety measures, the platform enables operators to make informed decisions, ensuring safety and operational efficiency. ● Operational Streamlining: The platform’s comprehensive data analysis and reporting tools assist in optimizing operations, reducing downtime, and lowering operational costs. 38 The introduction of D.A.S.H. represents Rail Vision’s holistic approach to transforming rail operations through big data and technology, aiming to provide rail operators with the tools needed to overcome challenges, ensure safety, and achieve greater operational efficiency.
It supports rail operators by improving decision-making and operational efficiency. 41 Key features of the D.A.S.H. solution include: ● Seamless Integration: D.A.S.H. seamlessly integrates with existing and future big-data platforms from other sensors, creating a synergistic environment for data analysis and operational efficiency. ● Enhanced Decision-Making: By leveraging advanced detection capabilities and robust safety measures, the platform enables operators to make informed decisions, ensuring safety and operational efficiency. ● Operational Streamlining: The platform’s comprehensive data analysis and reporting tools assist in optimizing operations, reducing downtime, and lowering operational costs.
There are several technological systems available in the market today that have been designed to reduce the risk of railway accidents, to avoid injuries and damage to property, to limit unplanned closures of railway tracks, to make railway transport more efficient, and to increase the usage of existing railway infrastructure.
Several technological systems are available on the market today that are designed to reduce the risk of railway accidents, avoid injuries and damage to property, and limit unplanned track closures, making railway transport more efficient, and increasing the usage of existing railway infrastructure.
These developments underscore the industry’s shift towards higher automation levels, with Rail Vision positioned at the forefront of providing advanced obstacle detection and autonomous operation solutions. Our Solutions We develop solutions for a number of verticals in the railway market: 1.
These developments underscore the industry’s shift towards higher automation levels, with Rail Vision positioned at the forefront of providing advanced obstacle detection and autonomous operation solutions. Our Solutions We develop solutions for several verticals in the railway market: 1. The MainLine System The MainLine System is a detection system for passenger and freight trains that travels on main lines.
The Light Railway in eastern London is even more advanced, and the driver’s cabin has been replaced by a controller. 32 ATO covers five Grades of Automation (GoA): - GoA 0 refers to a train with a human driver who exercises full control of the train – starting, stopping, opening and closing doors, and operation in emergencies. - GoA 1 refers to operation where the driver controls starting and stopping the train, operation of doors, emergencies and sudden deviations, with the assistance of ATP systems. - GoA 2 refers to semi-automatic operation, where stopping is automatic, but the driver starts the train, operates the doors, and drives the train in emergencies. - GoA 3 refers to operation without a driver, where starting and stopping is automatic, but the controller operates the doors and drives the train in emergencies. - GoA 4 refers to train operation without supervision; starting, stopping, door operation and operation in emergencies is all automatic with no staff on the train.
For example, the London Underground employs semi-automatic train operation on select lines, and the Docklands Light Railway in East London features driverless operation, replacing the driver’s cabin with a remote controller. 35 ATO is defined by five Grades of Automation (GoA): - GoA 0 refers to a train with a human driver who exercises full control of the train - starting, stopping, opening and closing doors, and operation in emergencies. - GoA 1 refers to operation where the driver controls starting and stopping the train, operation of doors, emergencies and sudden deviations, with the assistance of ATP systems. - GoA 2 refers to semi-automatic operation, where stopping is automatic, but the driver starts the train, operates the doors, and drives the train in emergencies. - GoA 3 refers to operation without a driver, where starting and stopping is automatic, but the controller operates the doors and drives the train in emergencies. - GoA 4 refers to train operation without supervision; starting, stopping, door operation and operation in emergencies is all automatic with no staff on the train.
The braking distance of a passenger train traveling at a moderate speed (i.e., 87 mi/h) is between 600 and 800 meters; freight trains typically require a similar distance to safely brake – depending on the load size and speed of the train.
The braking distance of a passenger train traveling at a moderate speed (i.e., 140 km/h or 87 mi/h) is between 600 and 800 meters (650 yards – 0.5 mile) ; freight trains typically require a similar distances, depending on the load size and speed.
Additionally, in January 2025, we signed a Memorandum of Understanding (MOU) with Sujan Ventures, a division of the esteemed Sujan Group, a premier technology and components supplier to the Indian rail industry.
India – Collaboration with Sujan Ventures On January 7, 2025, we signed a memorandum of understanding (MOU) with Sujan Ventures, a division of the Sujan Group, a leading technology and components supplier to the Indian rail industry.
Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” Although the market share for infrared sensors is projected to decline from 8.8% to 7.5%, Rail Vision’s strategic integration of thermal imaging alongside optical sensors continues to provide an unmatched solution for low-visibility environments and nighttime operations, enhancing safety and efficiency across its product lines.
By leveraging high-resolution optical sensors and AI-driven algorithms, Rail Vision ensures unparalleled accuracy and reliability for both long-distance freight and passenger trains, as well as shunting yard operations. 33 Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” Although the market share for infrared sensors is projected to decline from 8.8% to 7.5%, Rail Vision’s strategic integration of thermal imaging alongside optical sensors continues to provide an unmatched solution for low-visibility environments and nighttime operations, enhancing safety and efficiency across its product lines.
Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” 30 Rail Vision’s advanced detection systems, designed specifically for long-distance freight and passenger trains as well as shunting yard operations, uniquely position the company to address these evolving market demands.
This reflects the growing need for safe and efficient rail operations in both regional and intercity networks to support economic and population growth. 32 Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” Rail Vision’s advanced detection systems, designed specifically for long-distance freight and passenger trains as well as shunting yard operations, uniquely position the company to target these evolving market demands.
While these types of trains are rare and not our main strategic focus, we do believe that our system will be ideal for these trains as well, as they require a solution that is installed on the train and capable of timely identifying potential hazards on and around the track.
While these types of trains are not on our primary strategic focus, we believe that our systems will be ideal for such trains as well, as they provide an onboard solution capable of timely identifying potential hazards on and around the track.
Due to the braking distance required for a train to stop, train operators require advanced notice to stop a train in time and avoid an obstacle on the track.
Given the braking distance required for a train to stop, operators require advanced notice to avoid obstacles on the track.
Summary of Market Traction Following a long-term pilot with Israel Railways that was concluded in August 2022, in January 2023, we signed an agreement with Israel Railways for the purchase of 10 Rail Vision Main Line Systems, which installation started in February 2024.
Market traction of the MainLine System Following a long-term pilot with Israel Railways that was concluded in August 2022, in January 2023, we signed an agreement with Israel Railways for the purchase of ten MainLine Systems.
We believe that our railway detection systems are ideal for these trains, and part of our strategy is to engage and collaborate with the operators of these trains.
We believe that our railway detection systems are ideal for these operations, and our strategy includes pursuing opportunities to engage and collaborate with their operators.
The market share for suburban trains is projected to rise from 23.0% in 2024 to 25.2% in 2034, while long-distance trains remain a significant segment despite a slight decrease in market share from 25.3% to 21.2%. This reflects the growing need for safe and efficient rail operations in both regional and intercity networks to support economic and population growth.
The market share for suburban trains is projected to rise from 23.0% in 2024 to 25.2% in 2034, while long-distance trains remain a significant segment despite a slight decrease in market share from 25.3% to 21.2%.
Additionally, after being integrated into the train’s computer, our railway detection system’s artificial intelligence capabilities will facilitate by taking emergency autonomous actions, such as halting the train, braking once an obstacle is classified, sounding a horn and flashing lights to alert others.
Additionally, once integrated into the train’s computer, our system’s artificial intelligence capabilities will facilitate autonomous emergency actions, such as halting the train upon obstacle classification, as well as sounding a horn and flashing lights to alert those in the vicinity.
Employees As of March 30, 2025, we have five (5) senior management positions, all of whom are engaged on a full-time basis. In addition to our senior management, we have forty seven (47) employees in full or part-time capacities. All our employees are located in Israel.
Employees As of March 25, 2026, we have five (5) senior management positions, all of whom are engaged on a full-time basis. In addition to our senior management, we have forty-eight (48) employees in full or part-time capacities. All our employees are located in Israel. None of our employees are represented by labor unions or covered by collective bargaining agreements.
In addition, we are subject to a number of laws and regulations that involve matters central to our business. These laws and regulations involve privacy, data protection, intellectual property, competition, and other subjects.
We cannot assure you that we have been or will be at all times in complete compliance with such laws, regulations and permits. In addition, we are subject to a number of laws and regulations that involve matters central to our business. These laws and regulations involve privacy, data protection, intellectual property, competition, and other subjects.
In April 2024, we received an order for our Switch Yard System from Loram, a leading US- based provider of railway track maintenance equipment and services, and in June 2024, we completed the successful delivery and installation, which marked the beginning of a pilot project aimed at enhancing Loram’s rail track maintenance operations with our advanced technology.
In April 2024, we received an order from Loram, a leading U.S.-based provider of railway track maintenance equipment and services for our ShuntingYard System, with delivery and installation completed in June 2024, in connection with a pilot enhancing their rail track maintenance operations.
Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 20-F. We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as implemented under the JOBS Act.
The information we post through these channels may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 20-F.
Human operators, however, do not have the capacity to detect obstructions on the railway track, and halt a train within these braking distances. Our advanced technology is designed to address this human deficiency.
Human operators, however, often lack the necessary capability to detect obstructions on the track and halt a train within these distances. Our advanced technology is designed to bridge this human limitation.
Our system is designed to detect, classify and alert train operators on real-time railway track obstacles, which allows the train operator to make educated decisions in how to best operate the train, and to decide whether it is necessary to stop to avoid a collision.
Our system is designed to detect, classify and alert train operators to real-time railway track obstacles, allowing them to make informed operational decisions and determine whether it is necessary to stop to avoid a collision.
In October 2023, we received a $500,000 purchase order for a single Main Line System and related services from a leading Latin American mining company, which was delivered to the customer in December 2023. The customer began a long-term pilot soon after installation was completed in July 2024.
In October 2023, we received a $500,000 order from a leading Latin American mining company for a MainLine System, which was delivered in December 2023, and which was operated under a long-term pilot since July 2024.
The first deliveries of the systems were completed in the year of 2024, and in December 2024, we received certification approval for the installation of our MainLine Systems on Israel Railways’ passenger locomotives.
The total amount is approximately $1.40 million. The first installations of the systems began in February 2024, and in December 2024, we received certification approval for the installation of our MainLine Systems on Israel Railways’ passenger locomotives.
The Current Train Vision Market Status and the Transition to Autonomous Train Vision Many trains are equipped with certain advanced automated technologies to assist railway operators such as Automatic Train Control, or ATC, and Automatic Train Protection, or ATP. ATC is a general group of systems that include mechanisms for controlling a train’s speed in response to receiving external data.
The Current Train Vision Market Status and the Transition to Autonomous Train Vision Many trains today are equipped with certain advanced automated technologies to assist railway operators such as Automatic Train Control (ATC) and Automatic Train Protection (ATP).
The braking distance of the train may differ as a result of various factors, including weather conditions and the total weight of the train. As described previously, our railway detection system can technically interface with the train’s control and monitoring systems, such as the brake system.
Actual braking distance may vary depending on multiple factors, including weather conditions and the total weight of the train. Our railway detection system can technically interface with a train’s control and monitoring systems, including the braking system, by establishing a communication interface with the train’s existing operating system.
We have developed our railway detection and systems to save lives, increase efficiency, and dramatically reduce expenses for the railway operator. We were incorporated under the laws of the State of Israel in April 2016. Our principal executive offices are located at 15 Hatidhar St. Ra’anana, 4366517 Israel. Our telephone number in Israel is +972-9-957-7706. Our website address is http://www.railvision.io/.
Using machine learning algorithms to identify and classify obstacles, our technology enhances safety, improves operational efficiency and supports continuity across deployments. We were incorporated under the laws of the State of Israel in April 2016. Our principal executive offices are located at 15 Hatidhar St. Ra’anana, 4366517 Israel. Our telephone number in Israel is +972-9-957-7706. Our website address is http://www.railvision.io.
In January 2025, we received a purchase order for our Main Line product from one of the leading Central American freight rail operators, known for its commitment to safety and technological modernization.
In January 2025, we received a purchase order for our MainLine product from a leading Central American freight rail operator recognized for its commitment to safety and technological modernization. The system has been delivered and installed, and is currently undergoing evaluation by the customer.
The steady growth of optical sensors and cameras, with market share increasing from 34.0% in 2024 to 34.9% in 2034, aligns seamlessly with Rail Vision’s advanced vision detection systems. By leveraging high-resolution optical sensors and AI-driven algorithms, Rail Vision ensures unparalleled accuracy and reliability for both long-distance freight and passenger trains, as well as shunting yard operations.
The steady growth of optical sensors and cameras, with market share increasing from 34.0% in 2024 to 34.9% in 2034, aligns seamlessly with Rail Vision’s advanced vision detection systems.
Should restrictive regulations apply, they could delay the introduction of autonomous train technology, cause us to redesign aspects of our products, impose additional costs and adversely affect our results of operations. We cannot assure you that we have been or will be at all times in complete compliance with such laws, regulations and permits.
Likewise, we cannot predict the limitations, restrictions and controls nor the economic consequences flowing from such regulations. Should restrictive regulations apply, they could delay the introduction of autonomous train technology, cause us to redesign aspects of our products, impose additional costs and adversely affect our results of operations.
During the term of the MOU, Sujan Ventures shall have the exclusive right to negotiate and enter an agreement to distribute the Company’s solutions in India.
The MOU also granted Sujan Ventures an exclusive right, during the term of the MOU, to negotiate and enter into a definitive agreement to distribute the Company’s solutions in India. The parties agreed to negotiate in good faith a definitive commercial agreement following successful completion of the trial and customer approvals.
We foresee that the remainder of the system will be installed by Mid 2025 The potential sales opportunity with Israel Railways for our Main Line System is for installations on up to 300 trains, and assuming we can negotiate bidirectional installation, the potential sale opportunity could be doubled to install up to 600 MainLine systems.
The potential sales opportunity with Israel Railways for our MainLine System is for installations on up to 300 trains, and assuming we can negotiate bidirectional installation, the potential sale opportunity could be doubled to install up to 600 MainLine Systems. Rio Tinto Iron Ore (“RTIO”) operates the AutoHaul® program, a publicly reported autonomous heavy-haul rail network in Australia.
In March 2024 we received an order for our Switch Yard System from a Class 1 freight rail company in the United States, and in June 2024, we completed the successful installation of our Switch Yard System Class 1 for this customer who will use the system on its locomotive for evaluation in different scenarios related to safety and efficiency.
In March 2024, we received an order for our ShuntingYard System from a U.S. Class 1 freight rail company, with successful installation completed in June 2024 for evaluation in safety and operational efficiency.
Our railway detection system for this market segment is at a relatively advanced stage, with a number of recent customer orders and pilot projects worldwide, including: ● We have signed a contract with Israel Railways to supply 10 systems.
Our railway detection system for this market segment is at a relatively advanced stage, with a number of recent customer orders and pilot projects worldwide. 44 New Products and Applications We are currently exploring several additional applications of our railway detection systems, which are in various stages of research and development.
Developed in collaboration with a U.S. rail company, this system transitions from passive warning to active safety by directly controlling locomotive throttle and brakes, marking a significant step towards autonomous rail operations. 33 Additionally, in December 2024, Rail Vision joined MxV Rail’s Technology Roadmap Program, a distinguished body responsible for formulating interoperable requirements to improve the safety and efficiency of rail operations in North America.
Additionally, in December 2024, we joined MxV Rail’s Technology Roadmap Program, a distinguished body responsible for formulating interoperable requirements to improve the safety and efficiency of rail operations in North America.
Latin American mining company In October 2023, we received a $500,000 purchase order for a single Main Line system and related services from a leading Latin American mining company, which was delivered to the new customer in December 2023. The customer began long-term pilot soon after installation was completed in July 2024.
We continue to follow developments in the area of autonomous rail safety systems relevant to RTIO’s operations. 38 In October 2023, we received a $500,000 purchase order for a single MainLine System and related services from a leading Latin American mining company, which was delivered to the customer in December 2023.
Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation. Intellectual Property We seek patent protection as well as other effective intellectual property rights for our products and technologies in the United States and internationally.
Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation. Investment in Quantum Computing We are leveraging our unique expertise in advanced vision and railway-safety technologies by combining it with quantum computing and artificial intelligence.
Our unique system uses special high resolution cameras to identify objects up to 2,000 meters away, along with a computer unit that uses AI machine learning algorithms to analyze the images, identify objects on or near the tracks, and warn the train driver of the obstacle and potential danger.
Our MainLine system incorporates high-resolution cameras capable of identifying objects at distances of up to 2,000 meters, together with an onboard computer unit that uses AI and machine learning algorithms to analyze images and alert train drivers of potential risks.
As part of Rail Vision long term strategy to penetrate the autonomous train market, in November 2024, Rail Vision unveiled an innovative Active Control System, enabling semi-autonomous locomotive capabilities.
As part of our long-term strategy to penetrate the autonomous train market, in November 2024, we unveiled an innovative Active Control System, enabling semi-autonomous locomotive capabilities. Developed in collaboration with a U.S. rail company, this system transitions from passive warning to active safety by directly controlling locomotive throttle and brakes, marking a significant step towards autonomous rail operations.
This is a major advantage for Rail Vision, as customers that will operate our systems, initially as a warning system to the driver, will keep the same Rail Vision system as they increase their level of automation up to full automation, eliminating the need to buy different sensors, GoA 4 freight trains already operate in certain parts of the world (such as Rio Tinto Australia, and Iron Ore Canada).
Our system’s ability to operate independently allows customers to initially deploy it as a driver warning system and seamlessly transition to higher levels of automation using the same core system reducing the need for multiple sensor platforms. GoA 4 freight trains already operate in certain parts of the world, such as Rio Tinto Australia, and Iron Ore Canada.
Market traction of the Shunting Yard system In February 2023, a leading US-based rail and leasing services company purchased a Switch Yard System and evaluated its performance during a six-month trial that was completed in September 2023, for a total amount of $140,000 including technical support services, during the six-month trial.
This is done by setting up a communication interface with existing systems in the train and doing so in accordance with the customer’s requirements. 39 Market traction of the ShuntingYard System In February 2023, a leading U.S.-based rail and leasing services company purchased a ShuntingYard System for a total of $140,000, which included technical support services and a six-month performance evaluation trial, which was completed in September 2023.
New Products and Applications We are currently exploring a number of additional railway detection system applications that are in various stages of research and development, as follows: Maintenance and predictive maintenance: customers who have installed Rail Vision Main line and Shunting yard systems for real time identification of objects, will have the option of receiving predictive track maintenance services, such as identification of vegetation invading the tracks, damage to infrastructures, sunk pylons, etc.
Maintenance and Predictive Maintenance Customers who have installed our MainLine and ShuntingYard systems for real-time identification of objects will have the option of receiving predictive track maintenance insights, such as identification of vegetation invading the tracks, damage to infrastructure, sunk pylons, etc.
The first deliveries of the systems were completed in 2024, and in December 2024, we received certification approval for the installation of our MainLine Systems on Israel Railways’ passenger locomotives and drive cabins.
The first installations of the systems began in February 2024, and in December 2024, we received certification approval for the installation of our MainLine Systems on Israel Railways’ passenger locomotives. As of March 25, 2026, eight systems are installed and operational and we expect that the remaining two systems will be installed by mid-2026.
In April 2021, we entered into an equipment, personnel and services supply agreement with Hitachi Rail STS Australia Pty Ltd., or STS, which enables STS, as the principal supplier, to supply Rio Tinto Railway Network with our MainLine system for demonstrations and to examine the MainLine system’s operational performance. The long-term pilot was concluded in August 2022.
In April 2021, we entered into an agreement with Hitachi Rail STS Australia Pty Ltd., pursuant to which our MainLine System was supplied for demonstration and evaluation purposes on RTIO’s railway network. The demonstration activities were completed in 2022.
We believe that our technology will significantly increase railway safety around the world, while creating significant benefits and adding value to everyone who relies on the train ecosystem: from passengers using trains for transportation to companies that use railways to deliver goods and services.
We believe our technology has the potential to significantly enhance railway safety and operational efficiency worldwide. Our solutions deliver substantial benefits and value to multiple stakeholders within the rail ecosystem, ranging from passengers relying on trains for transportation to companies using railways for the delivery of goods and services.
None of our employees are represented by labor unions or covered by collective bargaining agreements. We believe that we maintain good relations with all our employees.
We believe that we maintain good relations with all our employees.
Our senior management, directors, and principal shareholders will be exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we will also not be subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. B.
Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act.
The on-board computer system receives data from the external sensor unit and uses artificial intelligence to perform algorithmic calculations in real time to identify potential hazards and alert the train operator in real time. Our railway detection system is designed to discover and warn the train operator about hazards of up to 2,000 meters (1.2 miles) ahead of the train.
The system consists of one or two external sensor units installed on the train and an onboard computer system. The onboard computer system receives data from the sensor unit and uses artificial intelligence to perform real-time algorithmic analysis, enabling the identification of potential hazards and alerting the train operator in real time.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

45 edited+30 added−15 removed24 unchanged
Biggest changeAs a result, the Lender’s financing obligations have terminated pursuant to the terms of the Facility Agreement. 54 Until we close one or more equity financing transactions in an aggregate amount of at least $5 million (including the conversion of the Credit Facility), we had the right to convert into ordinary share up to $1.5 million, including accrued interest, of a loan extended or to be extended to us by the Lender, or the January 2024 Conversion Loan Amount, in connection with and in the framework of a financing transaction of ours on the date that follows the date upon which we notified the Lender of such financing transaction, which conversion will occur upon the same terms.
Biggest changeUntil we close one or more equity financing transactions in an aggregate amount of at least $5 million (including the conversion of the Credit Facility), we had the right to convert into ordinary share up to $1.5 million, including accrued interest, of a loan extended or to be extended to us by the Lender, or the January 2024 Conversion Loan Amount, in connection with and in the framework of a financing transaction of ours on the date that follows the date upon which we notified the Lender of such financing transaction, which conversion will occur upon the same terms. 56 As part of the Facility Agreement, we issued a warrant, or the January 2024 Facility Warrant, to the Lender to purchase 80,645 of our ordinary shares representing an aggregate exercise amount of $7.5 million, with a per share exercise price of $93.00, subject to certain adjustments and certain anti-dilution protection, representing a 150% premium of the closing share price of our ordinary shares on January 5, 2024.
As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date thereafter in accordance with ASC 820 “Fair Value Measurement”, with changes in fair value recognized in the condensed statements of comprehensive loss in the period of change Under ASC 815-40, contracts that are not indexed to the Company’s own equity are classified as liabilities recorded at fair value, As such, the Company classifies the SEPA Agreement entered into as a derivative instrument measured at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own equity.
As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date thereafter in accordance with ASC 820 “Fair Value Measurement”, with changes in fair value recognized in the condensed statements of comprehensive loss in the period of change Under ASC 815-40, contracts that are not indexed to the Company’s own equity are classified as liabilities recorded at fair value, As such, the Company classifies the SEPA Agreement entered into as a derivative instrument measured at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own equity. 59
Operating and Financial Review and Prospectus—Operating Results” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2024 to December 31, 2024 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
Operating and Financial Review and Prospectus-Operating Results” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2025 to December 31, 2025 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. 58 E.
E. Critical Accounting Estimates We describe our significant accounting policies more fully in Note 2 to our financial statements for the year ended December 31, 2024. We believe that the accounting policies below are critical in order to fully understand and evaluate our financial condition and results of operations. We prepare our financial statements in accordance with U.S. GAAP.
Critical Accounting Estimates We describe our significant accounting policies more fully in Note 2 to our financial statements for the year ended December 31, 2025. We believe that the accounting policies below are critical in order to fully understand and evaluate our financial condition and results of operations. We prepare our financial statements in accordance with U.S. GAAP.
Operating Results— Comparison of the year ended December 31, 2024 to the year ended December 31, 2023— Research and Development Expenses.” D. Trend Information Other than as disclosed in “Item 5.
Operating Results- Comparison of the year ended December 31, 2025 to the year ended December 31, 2024- Research and Development Expenses.” D. Trend Information Other than as disclosed in “Item 5.
We expect that our cash and cash equivalents as of the issuance date of this annual report and the future expected cash flow from sales will be sufficient for at least 27 months of operations. Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise additional funds in 2025.
We expect that our cash and cash equivalents as of the issuance date of this annual report and the future expected cash flow from sales will be sufficient for at least 18 months of operations. Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise additional funds in 2026.
The January 2024 PIPE Ordinary Share Warrants are exercisable upon issuance at an exercise price of $0.98475 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and have a 5.5-year term from the issuance date.
The January 2024 PIPE Ordinary Share Warrants are exercisable upon issuance at an exercise price of $29.5425 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and have a 5.5-year term from the issuance date.
The following discussion of the financial condition and results of operations is for the years ended December 31, 2024 and 2023.
The following discussion of the financial condition and results of operations is for the years ended December 31, 2025 and 2024.
As consideration for Yorkville’s irrevocable commitment to purchase our ordinary shares up to the Commitment Amount, we issued 288,684 ordinary shares, or the Commitment Shares, to Yorkville and also paid a $10,000 structuring fee to an affiliate of Yorkville.
As consideration for Yorkville’s irrevocable commitment to purchase our ordinary shares up to the Commitment Amount, we issued 9,623 ordinary shares, or the Commitment Shares, to Yorkville and also paid a $10,000 structuring fee to an affiliate of Yorkville.
The remaining amount of approximately $3,032,000 was used for professional services, marketing, travel, rent and other miscellaneous expenses. Investing Activities Net cash used in investing activities of $30,000 during 2024 and $152,000 during 2023, primarily reflected the purchase of fixed assets in both periods.
The remaining amount of approximately $3,733,000 was used for professional services, marketing, travel, rent and other miscellaneous expenses. Investing Activities Net cash used in investing activities of $125,000 during 2025 and $30,000 during 2024, primarily reflected the purchase of fixed assets in both periods.
Liquidity and Capital Resources Overview Since our inception through December 31, 2024, we have funded our operations principally with approximately $86 million (net of issuance expenses) from the issuance of ordinary shares, preferred shares, and warrants in public and private offerings. As of December 31, 2024, we had approximately $17.5 in cash and cash equivalents.
B. Liquidity and Capital Resources Overview Since our inception through December 31, 2025, we have funded our operations principally with approximately $97 million (net of issuance expenses) from the issuance of ordinary shares, preferred shares, and warrants in public and private offerings. As of December 31, 2025, we had approximately $20 million in cash and cash equivalents.
Following the closing of the January 2024 PIPE, the exercise price of the January 2024 Facility Warrant was adjusted to $0.408 which is the effective price per ordinary share in the January 2024 PIPE, or the January 2024 Facility Warrant Adjusted Exercise Price, and the number of ordinary shares issuable upon the exercise of the January 2024 Facility Warrant was also adjusted to a total 18,382,353, or the January 2024 Facility Warrant Adjusted Shares, such that the product of the January 2024 Facility Warrant Adjusted Exercise Price and the January 2024 Facility Warrant Adjusted Shares is equal to an aggregate exercise amount of $7.5 million.
Following the closing of the January 2024 PIPE, the exercise price of the January 2024 Facility Warrant was adjusted to $12.24 which is the effective price per ordinary share in the January 2024 PIPE, or the January 2024 Facility Warrant Adjusted Exercise Price, and the number of ordinary shares issuable upon the exercise of the January 2024 Facility Warrant was also adjusted to a total 612,745, or the January 2024 Facility Warrant Adjusted Shares, such that the product of the January 2024 Facility Warrant Adjusted Exercise Price and the January 2024 Facility Warrant Adjusted Shares is equal to an aggregate exercise amount of $7.5 million.
Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgment and assumptions can affect reported amounts and disclosures made.
Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgment and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.
Actual results could differ from those estimates. 57 Derivatives and warrants liabilities The Company evaluated the warrants in accordance with ASC 815 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815”) to determine whether warrants should be classified as liabilities or shareholders’ equity.
Derivatives and warrants liabilities The Company evaluated the warrants in accordance with ASC 815 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815”) to determine whether warrants should be classified as liabilities or shareholders’ equity.
Contractual Obligations The following table summarizes our contractual obligations at December 31, 2024: Total Less than 1 year 1-3 years 3-5 years More than 5 years (in thousands of U.S. dollars) Operating leases $ 541 $ 320 $ 221 $ - $ — 56 C. Research and development, patents and licenses, etc.
Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2025: Total Less than 1 year 1-3 years 3-5 years More than 5 years (in thousands of U.S. dollars) Operating leases $ 253 $ 253 $ - $ - $ - C. Research and development, patents and licenses, etc.
Our future capital requirements will depend on many factors, including: ● the progress and costs of our research and development activities; ● the costs of manufacturing our products; ● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; ● the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and ● the magnitude of our general and administrative expenses.
Our future capital requirements will depend on many factors, including: ● the progress and costs of our research and development activities; ● the costs of manufacturing our products; ● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; ● the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and ● the magnitude of our general and administrative expenses. 57 To date, we have not generated significant revenues from its activities and have incurred substantial operating losses.
We expect that we will require substantial additional capital to complete the development of additional features of our system according to customers’ requirements, including algorithm optimization, cognitive layer development, system minimization and optical development, as well as to commercialize our products.
As of December 31, 2025, our cash and cash equivalents were $19.96 million. We expect that we will require substantial additional capital to complete the development of additional features of our system according to customers’ requirements, including algorithm optimization, cognitive layer development, system minimization and optical development, as well as to commercialize our products.
Following such conversion, we issued to the Lender (as defined below) (i) a pre-funded warrant to purchase up to 507,743 ordinary shares, or the Facility Conversion Pre-Funded Warrant and (ii) a warrant to purchase up to 761,615 ordinary shares, or the Facility Conversion Ordinary Share Warrant.
Following such conversion, we issued to the Lender (as defined below) (i) a pre-funded warrant to purchase up to 16,925 ordinary shares, or the Facility Conversion Pre-Funded Warrant and (ii) a warrant to purchase up to 25,387 ordinary shares, or the Facility Conversion Ordinary Share Warrant.
To date, we have not generated significant revenues from its activities and have incurred substantial operating losses. We expect that we will continue to generate substantial operating losses and will continue to fund our operations primarily through the utilization of our current financial resources, sales of our products, and through additional raises of capital.
We expect that we will continue to generate substantial operating losses and will continue to fund our operations primarily through the utilization of our current financial resources, sales of our products, and through additional raises of capital.
Financing Activities Net cash provided by financing activities in the year ended December 31, 2024, consisted of $23,918,000 primarily in proceeds from the issuance of ordinary shares and warrants, net of issuance expenses (including in relation to the SEPA (as defined below) and the January 2024 PIPE) and proceeds from exercise of warrants that were issued in connection with the January 2024 PIPE and January 2024 Facility Warrants.
See “Standby Equity Purchase Agreement (October 2024), “At-the-Market Sales Agreement (April 2025)” and “Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)”. 54 Net cash provided by financing activities in the year ended December 31, 2024, consisted of $23,918,000 primarily in proceeds from the issuance of ordinary shares and warrants, net of issuance expenses (including in relation to the SEPA (as defined below) and the January 2024 PIPE) and proceeds from exercise of warrants that were issued in connection with the January 2024 PIPE and January 2024 Facility Warrants.
The table below presents our cash flows for the periods indicated: December 31, December 31, (in thousands of USD) 2024 2023 Operating activities $ (9,682 ) $ (10,518 ) Investing activities $ (30 ) $ (152 ) Financing activities $ 23,918 $ 5,397 Effect of exchange rate changes on cash and cash equivalents (27 ) 70 Net increase (decrease) in cash and cash equivalents $ 14,179 $ (5,203 ) Operating Activities Net cash used in operating activities of $9,682,000 during the year ended December 31, 2024, was primarily used for payment of an aggregate of approximately $5,949,000 in salaries and related personnel expenses.
The table below presents our cash flows for the periods indicated: December 31, December 31, (in thousands of USD) 2025 2024 Operating activities $ (9,122 ) $ (9,682 ) Investing activities $ (125 ) $ (30 ) Financing activities $ 11,789 $ 23,918 Effect of exchange rate changes on cash and cash equivalents $ 219 $ (27 ) Net increase in cash and cash equivalents $ 2,761 $ 14,179 Operating Activities Net cash used in operating activities of $9,122,000 during the year ended December 31, 2025, was primarily used for payment of an aggregate of approximately $7,410,000 in salaries and related personnel expenses.
Private Placement (January 2024) On January 18, 2024, we entered into a binding term sheet directly with a global investment firm, or the Lead Investor, for the purchase and sale in a private placement, or the January 2024 PIPE, of units, or the Units, consisting of (i) one of our ordinary shares and/or pre-funded warrants to purchase our ordinary shares and (ii) one and a half warrants to purchase our ordinary shares to the Lead Investor and other investors, collectively, the Investors, of a minimum of $2.5 million of Units and up to a maximum of $3 million of Units.
On April 24, 2025, concurrently with the entry into the ATM Sales Agreement (see above), the Company reduced the maximum aggregate offering price registered under the SEPA to zero. 55 Private Placement (January 2024) On January 18, 2024, we entered into a binding term sheet directly with a global investment firm, or the Lead Investor, for the purchase and sale in a private placement, or the January 2024 PIPE, of units, or the Units, consisting of (i) one of our ordinary shares and/or pre-funded warrants to purchase our ordinary shares and (ii) one and a half warrants to purchase our ordinary shares to the Lead Investor and other investors, collectively, the Investors, of a minimum of $2.5 million of Units and up to a maximum of $3 million of Units.
The following table discloses the breakdown of general and administrative expenses: Year ended December 31, Year ended December 31, (in thousands of USD) 2024 2023 Payroll and related expenses 1,733 1,815 Share-based payment 126 212 Professional services 1,593 1,635 Travel expenses 84 61 Rent and office maintenance 138 139 Depreciation 13 20 Marketing and other 488 457 Total 4,175 4,339 Comparison of the Year Ended December 31, 2024, to the Year Ended December 31, 2023 Results of Operations December 31 December 31, (in thousands of USD) 2024 2023 Revenues 1,300 142 Cost of revenues (850 ) (61 ) Gross profit 450 81 Research and development expenses (5,279 ) (7,145 ) General and administrative expenses (4,175 ) (4,339 ) Operating loss (9,004 ) (11,403 ) Financial (expenses) income: Revaluation of derivatives and warrants liabilities (20,181 ) - Other financing income (expenses), net (1,523 ) 255 Net Loss (30,708 ) (11,148 ) Revenues Our revenues for the year ended December 31, 2024, amounted to $1,300,000 representing an increase of $1,158,000 or 815% compared to $142,000 for the year ended December 31, 2023.
The following table discloses the breakdown of general and administrative expenses: Year ended December 31, Year ended December 31, (in thousands of USD) 2025 2024 Payroll and related expenses $ 2,219 $ 1,733 Share-based payment $ 916 $ 126 Professional services $ 1,667 $ 1,593 Travel expenses $ 113 $ 84 Rent and office maintenance $ 158 $ 138 Depreciation $ 6 $ 13 Marketing and other $ 344 $ 488 Total $ 5,423 $ 4,175 Comparison of the Year Ended December 31, 2025, to the Year Ended December 31, 2024 Results of Operations December 31 December 31, (in thousands of USD) 2025 2024 Revenues $ 1,487 $ 1,300 Cost of revenues $ (935 ) $ (850 ) Gross profit $ 552 $ 450 Research and development expenses $ (6,864 ) $ (5,279 ) General and administrative expenses $ (5,423 ) $ (4,175 ) Operating loss $ (11,735 ) $ (9,004 ) Financial (expenses) income: $ $ Revaluation of derivatives and warrants liabilities $ (380 ) $ (20,181 ) Other financing income (expenses), net $ 1,015 $ (1,523 ) Net Loss $ (11,100 ) $ (30,708 ) Revenues Our revenues for the year ended December 31, 2025, amounted to $1,487,000 representing an increase of $187,000, or 14.4% compared to $1,300,000 for the year ended December 31, 2024.
The remaining amount of approximately $3,733 was used for professional services, marketing, travel, rent and other miscellaneous expenses. 52 Net cash used in operating activities of $10,518,000 during the year ended December 31, 2023, was primarily used for payment of an aggregate of approximately $7,486,000 in salaries and related personnel expenses.
The remaining amount of approximately $1,712,000 was used for professional services, marketing, travel, rent and other miscellaneous expenses. Net cash used in operating activities of $9,682,000 during the year ended December 31, 2024, was primarily used for payment of an aggregate of approximately $5,949,000 in salaries and related personnel expenses.
As of the date of this Annual Report, all of the warrants and pre-funded warrants that were issued in connection with the January 2024 PIPE have been exercised in full consisting of 1,394,999 January 2024 PIPE Pre-Funded Warrants, 507,743 Facility Conversion Pre-Funded Warrants, 761,615 Facility Conversion Common Warrants and 4,569,688 January 2024 PIPE Warrants have been exercised resulting in gross proceeds of approximately $5.25 million to the Company.
As of the date of this Annual Report, all of the warrants and pre-funded warrants that were issued in connection with the January 2024 PIPE have been exercised in full consisting of 46,500 January 2024 PIPE Pre-Funded Warrants, 16,925 Facility Conversion Pre-Funded Warrants, 25,387 Facility Conversion Common Warrants and 152,323 January 2024 PIPE Warrants have been exercised resulting in gross proceeds of approximately $5.25 million to the Company.
Research and Development Expenses, net Our research and development expenses consist primarily of salaries and related personnel expenses (including share-based payment), subcontractor’s expenses and other related research and development expenses. 50 The following table discloses the breakdown of research and development expenses: Year ended December 31, Year ended December 31, (in thousands of USD) 2024 2023 Depreciation 134 151 Share-based payment 120 61 Payroll and related expenses 4,216 5,671 Subcontracted work and consulting - 5 R&D consumables 291 696 Rent and office maintenance 413 416 Travel and other expenses 105 145 Total 5,279 7,145 General and Administrative Expenses General and administrative expenses consist primarily of salaries and related expenses, share-based payment, professional service fees for accounting, legal and bookkeeping, facilities, travel expenses and other general and administrative expenses.
The following table discloses the breakdown of research and development expenses: Year ended December 31, Year ended December 31, (in thousands of USD) 2025 2024 Payroll and related expenses $ 5,191 $ 4,216 Share-based payment $ 537 $ 120 Depreciation $ 127 $ 134 $ $ R&D consumables $ 441 $ 291 Rent and office maintenance $ 473 $ 413 Travel and other expenses $ 95 $ 105 Total $ 6,864 $ 5,279 51 General and Administrative Expenses General and administrative expenses consist primarily of salaries and related expenses, share-based payment, professional service fees for accounting, legal and bookkeeping, facilities, travel expenses and other general and administrative expenses.
In the January 2024 PIPE, the Investors purchased $3.0 million of Units consisting of (A) (i) 1,651,458 of ordinary shares and/or (ii) pre-funded warrants to purchase up to 1,394,999 ordinary shares, or the January 2024 PIPE Pre-Funded Warrants and (B) warrants to purchase up to 4,569,688 ordinary shares, or the January 2024 Warrants. The purchase price per Unit is $0.98475.
In the January 2024 PIPE, the Investors purchased $3.0 million of Units consisting of (A) (i) 55,049 of ordinary shares and/or (ii) pre-funded warrants to purchase up to 46,500 ordinary shares, or the January 2024 PIPE Pre-Funded Warrants and (B) warrants to purchase up to 152,323 ordinary shares, or the January 2024 Warrants. The purchase price per Unit is $29.5425.
Discussion regarding our financial condition and results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is included in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 28, 2024. 49 Overview We are an early commercialization stage technology company that is seeking to revolutionize railway safety and the data-related market.
Discussion regarding our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is included in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 31, 2025.
In addition, to date, we have received approximately $12.3 million (gross) as a result of the exercise of warrants issued in the January 2024 PIPE and the Credit Facility in January 2024 and approximately $18.3 million as a result of sales of 22,210,892 of our ordinary shares (not including the Commitment Shares) to Yorkville pursuant to the SEPA.
In addition, to date, we have received approximately $18.3 million as a result of sales of 740,363 of our ordinary shares (not including the Commitment Shares) to Yorkville pursuant to the SEPA.
See “Registered Direct Offering and Concurrent Private Placement of Warrants (May 2023)” and “Private Placement of Ordinary Shares and Warrants (May 2023)”. Standby Equity Purchase Agreement (October 2024) On October 7, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA , with YA II PN, LTD., a Cayman Islands exempt limited partnership, or Yorkville.
Standby Equity Purchase Agreement (October 2024) On October 7, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA II PN, LTD., a Cayman Islands exempt limited partnership, or Yorkville.
Research and Development Expenses Our research and development expenses for the year ended December 31, 2024, amounted to $5,279,000 representing a decrease of $1,866,00 or 26.1 % as compared to $7,145,000 for the year ended December 31, 2023.
Research and Development Expenses Our research and development expenses for the year ended December 31, 2025, amounted to $6,864,000 representing an increase of $1,585,000, or 30.0% as compared to $5,279,000 for the year ended December 31, 2024.
Since inception, we have not generated significant revenues from the sale of products, and we do not expect to generate significant revenues from the sale of our products in the near future. 55 As of December 31, 2024, our cash and cash equivalents were $17.2 million.
We have incurred losses and generated negative cash flows from operations since inception in April 2016. Since inception, we have not generated significant revenues from the sale of products, and we do not expect to generate significant revenues from the sale of our products in the near future.
The Facility Conversion Pre-Funded Warrant and the Facility Conversion Common Warrant are in substantially the same form and on substantially the same terms as the January 2024 PIPE Pre-Funded Warrant and January 2024 PIPE Ordinary Share Warrant, respectively. See “Item 7.B.—Major Shareholders and Related Party Transactions—Related Party Transactions—Pure Capital—Private Placement (January 2024)” for additional information.
The Facility Conversion Pre-Funded Warrant and the Facility Conversion Common Warrant are in substantially the same form and on substantially the same terms as the January 2024 PIPE Pre-Funded Warrant and January 2024 PIPE Ordinary Share Warrant, respectively.
Financial expense and income: Revaluation of derivatives and warrants liabilities expenses For the year ended December 31, 2024, we recorded expenses in amount of $20,181,000 due to the revaluation of derivatives and warrants liabilities, mainly in connection with warrants issued in a private placement and a convertible loan credit facility that we entered into in January 2024.
This compares to expenses of $20,181,000 for the year ended December 31, 2024, which were primarily related to warrants issued in a private placement and a convertible loan credit facility the Company entered into in January 2024.
The KB Warrants are exercisable at $6.72 per ordinary share. The KB Private Placement closed on June 21, 2023, following approval of such transaction by our shareholders. Current Outlook We have financed our operations to date primarily through proceeds from sales of our equity securities in public and private offerings, as well as a loan from a related party.
As a result of the cashless exercise, we issued 6,033 ordinary shares to such investors. Current Outlook We have financed our operations to date primarily through proceeds from sales of our equity securities in public and private offerings, as well as a loan from a related party.
Each promissory note may be repaid with the proceeds of an Advance or series of Advances under the SEPA or repaid in cash. 53 As of the date of this Annual Report, we have issued an aggregate of 22,210,892 ordinary shares to Yorkville as Advance Shares (not including the Commitment Shares) for aggregate gross proceeds of approximately $18.3 million.
As of the date of this Annual Report, we have issued and sold an aggregate of 740,363 ordinary shares to Yorkville as Advance Shares (not including the Commitment Shares) for aggregate gross proceeds of approximately $18.3 million.
Net Loss As a result of the foregoing, our net loss for the year ended December 31, 2024, was $29,000,000 compared to $11,148,000 for the year ended December 31, 2023, an increase of $18,552,000 or 60%. B.
Net Loss As a result of the foregoing, our net loss for the year ended December 31, 2025, was $11,100,000 compared to $30,708,000 for the year ended December 31, 2024, a decrease of $19,608,000, or 63.8%.
Net cash provided by financing activities in the year ended December 31, 2023, consisted of $5,397,000 in proceeds from the issuance of ordinary shares and warrants, net of issuance expenses, from a series of transactions we executed in May 2023 as detailed below.
Financing Activities Net cash provided by financing activities in the year ended December 31, 2025, consisted of $11,789,000, primarily in proceeds from the issuance of ordinary shares, net of issuance expenses, in relation to the SEPA (as defined below) and the ATM Facility (as defined below) and proceeds from the exercises of January 2024 Facility Warrants.
As of the date of this Annual Report, 17,170,000 January 2024 Facility Warrants have been exercised resulting in gross proceeds of approximately $7.0 million to the Company. See “Item 7.B.—Major Shareholders and Related Party Transactions—Related Party Transactions—Pure Capital—Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)” for additional information.
As of the date of this Annual Report, 572,333 January 2024 Facility Warrants have been exercised resulting in gross proceeds of approximately $7.0 million to us.
This decrease was primarily attributable to a decrease in salaries as part of the process of reducing costs as mentioned above and a decrease in share-based payment expenses of grants which were fully vested or forfeited in 2024. 51 Operating loss As a result of the foregoing, our operating loss for the year ended December 31, 2024, was $9,004,000 compared to an operating loss of $11,403,000 for the year ended December 31, 2023, a decrease of $2,399,000 or 21%.
These increases were partially offset by a decrease in marketing expenses. Operating loss As a result of the foregoing, our operating loss for the year ended December 31, 2025, was $11,735,000 compared to an operating loss of $9,004,000 for the year ended December 31, 2024, an increase of $2,731,000, or 30.3%.
General and administrative expenses Our general and administrative expenses totaled $4,175,000 for the year ended December 31, 2024, representing a decrease of $164,000 or 3.8% compared to $4,339,000 for the year ended December 31, 2023.
Our non-GAAP net loss for the year ended December 31, 2025, was $9,260,000 compared to $10,129,000 for the year ended December 31, 2024, a decrease of $869,000, or 8.6%.
For the year ended December 31, 2023, we did not incur any expenses related to revaluation of derivatives and warrants liabilities. Other financial expenses and income Our other financial expenses amounted to $1,523,00 for the year ended December 31, 2024, a decrease of $1,778,000, or 697%, compared to $255,000 other financial income for the year ended December 31 , 2023.
Other financial expenses and income For the year ended December 31, 2025, our other financial income amounted to $1,015,000, primarily attributable to interest income earned on short-term deposits. This compares to $1,523,00 of other financial expenses for the year ended December 31, 2024.
The decrease was primarily attributable to the full amortization of discount related to a convertible loan credit facility that we entered into in January 2024 and the SEPA set up fees.
The change of $2,538,000 is mainly due to the full amortization of the discount related to the convertible loan credit facility entered into in January 2024, recorded in the year ended December 31, 2024.
Cashless Exercise of Warrants (January 2024) In January 2024, investors from our Private Placement (as defined below) from May 2023 exercised 493,424 Concurrent Warrants on a cashless basis. As a result of the cashless exercise, we issued 181,002 ordinary shares to such investors.
Pursuant to the terms of the January 2024 Facility Warrant, the increase in the beneficial ownership limitation will become effective on the 61 st day after March 5, 2026. Cashless Exercise of Warrants (January 2024) In January 2024, investors from our private placement from May 2023 exercised warrants on a cashless basis.
We have developed cutting edge, AI based, industry-leading detection technology specifically designed for railways. We have developed our railway detection and systems to save lives, increase efficiency, and dramatically reduce expenses for the railway operator.
Overview We are an AI-powered railway technology company in the early commercialization stage, focused on transforming the railway safety and data markets. We believe we have developed cutting edge, industry-leading AI-based detection systems specifically designed for rail applications.
Removed
We are currently engaged on a number of projects where we are equipping certain customers with up to 10 systems each and in a pilot phase with several industry leading railway operators as we seek to move to the next stage of receiving commercial roll out orders as we continue our transition of an early commercialization stage company.
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Our systems are designed to enhance railway safety, support prevention of accidents, save lives, improve operational efficiency, and significantly reduce costs for the railway operators through real-time detection and actionable data insights. Since our founding in April 2016, we have developed proprietary railway detection systems designed to enhance railway safety and operational efficiency.
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We believe that our technology will significantly increase railway safety around the world, while creating significant benefits and adding value to everyone who relies on the train ecosystem: from passengers using trains for transportation to companies that use railways to deliver goods and services.
Added
These systems are based on advanced image processing and deep leaning technologies and provide early warnings to train drivers of obstacles on and around the railway track, including in severe weather and challenging lighting conditions.
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In addition, we believe that our technology has the potential to advance the revolutionary concept of autonomous trains into a practical reality. A. Operating Results Operating Expenses Our current operating expenses consist of two components — research and development expenses, and general and administrative expenses. To date, we have not generated significant revenues.
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Our system uses high-resolution cameras capable of identifying objects at distances of up to 2,000 meters, together with an onboard computer unit that uses AI and machine learning algorithms to analyze images, identify objects on or near the tracks, and alert train drivers of potential risks. 50 Our railway detection systems use electro-optics technology, including visible-light spectrum cameras and thermal cameras, which transmit data to a ruggedized on-board computing unit designed to operate in harsh environmental conditions of locomotives.
Removed
The revenues for the year ended December 31, 2024, were generated primarily from the LATAM mining company that purchased a Rail Vision Main Line System, the first installation of Rail Vision’s Main Line Systems for Israel Railways and the successful delivery and installation of Rail Vision’s Shunting Yard systems to Loram and a Class 1 US Railroad company.
Added
Our railway detection and classification system includes image-processing and machine-learning algorithms that process the data in real time to identify potential hazards on and around the track. These algorithms are designed to detect and classify objects, such as people, animals, vehicles, signs, signals along the track, and anomalies (unclassified objects).
Removed
This decrease was primarily attributable to a decrease of $1,455,000 in salaries and related personnel expenses due to a reduction in workforce, including a reduction in our employee base by 12 R&D employees, and a decrease of $405,000 in R&D equipment purchases.
Added
These data collection and classification capabilities can be applied to additional use cases, including big data analytics. For more information regarding our business and operations, see “Item 4B. Business Overview” above.
Removed
Subject to the mutual agreement of us and Yorkville, Yorkville may advance us up to an aggregate of $3.0 million of the Commitment Amount, which will be evidenced in the form of a promissory note in one or more tranches and in the amounts that the Company sets forth in such request.
Added
Recent Developments Acquisition of Majority Stake in Quantum Transportation On November 30, 2025, we entered into a securities exchange agreement with Quantum Transportation and certain of the shareholders of Quantum Transportation, including Mr. Eli Yoresh and Mr.
Removed
Each promissory note will mature on the twelve-month anniversary from the issuance date. Each promissory note accrues interest at a rate of 5%, will be issued with a 5% original issue discount, and will be repaid in 10 equal monthly installments beginning on the 60th day following the date of such promissory note’s date of issuance.
Added
Ofer Naveh, our chairman of the board of directors and chief financial officer, respectively, pursuant to which we issued to the Quantum Transportation Shareholders an aggregate of 99,424 of our ordinary shares, representing 4.99% of our issued and outstanding shares capital as of the date of signing the agreement and immediately prior to such issuance, in exchange for 51% of Quantum Transportation’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 55,249 of Quantum Transportation’s ordinary shares.
Removed
As of the date hereof, we had converted $500,000 of the Credit Facility as a portion of the January 2024 Conversion Loan Amount.
Added
The acquisition closed on January 14, 2026, which resulted in Quantum Transportation becoming our majority-owned subsidiary. In connection with the closing, we extended to Quantum Transportation a convertible loan facility of up to $700,000, bearing 8% annual interest, to support its operations and development roadmap.
Removed
As part of the Facility Agreement, we issued a warrant, or the January 2024 Facility Warrant, to the Lender to purchase 2,419,354 of our ordinary shares representing an aggregate exercise amount of $7.5 million, with a per share exercise price of $3.10, subject to certain adjustments and certain anti-dilution protection, representing a 150% premium of the closing share price of our ordinary shares on January 5, 2024.
Added
As of March 25, 2026, we have advanced $100,000 under this convertible loan facility to Quantum Transportation. See “Item 7.B.-Major Shareholders and Related Party Transactions-Related Party Transactions-Convertible Loan Facility with Quantum Transportation” for additional information. A. Operating Results Operating Expenses Our current operating expenses consist of two components - research and development expenses, and general and administrative expenses.
Removed
Registered Direct Offering and Concurrent Private Placement of Warrants (May 2023) On May 10, 2023, we entered into definitive securities purchase agreements with investors for the purchase and sale of 493,421 ordinary shares, at a purchase price of $6.08 per unit in a registered direct offering, or the Registered Direct Offering.
Added
To date, we have not generated significant revenues. Research and Development Expenses, net Our research and development expenses consist primarily of salaries and related personnel expenses (including share-based payment), subcontractor’s expenses and other related research and development expenses.
Removed
In a concurrent private placement, or the Private Placement, we also agreed to issue to the same investors a total of warrants to purchase an aggregate of 493,424 ordinary shares, or the Concurrent Warrants, at an exercise price of $6.72 per ordinary share. The transactions closed on May 11, 2023.
Added
Revenues for 2025 were mainly derived from additional installations of our MainLine Systems for Israel Railways, a MainLine system purchase by a leading Central American freight rail operator, a follow-on purchase for an additional MainLine System, sales of related spare parts by a leading Latin American mining company and services provided to existing customers.
Removed
The Concurrent Warrants were exercisable upon issuance and had a 5-year term from the initial issuance date and all of them have been exercised on a cashless basis as detailed above.
Added
The increase was primarily attributable to higher salaries and related personnel expenses, reflecting an increase in headcount and salary levels, the impact of the depreciation of the U.S. dollar against the Israeli shekel (NIS), since salaries are paid in NIS, and the absence in 2025 of temporary salary reductions that were in effect during the first six months of 2024.
Removed
Private Placement of Ordinary Shares and Warrants (May 2023) In an additional concurrent private placement with the Registered Direct Offering and Private Placement, or the KB Private Placement, we entered into a definitive securities purchase agreement for the purchase and sale of an aggregate of 493,421 ordinary shares and 5-year term common warrants to purchase an aggregate of 493,421 ordinary shares, or the KB Warrants, at a purchase price of $6.08 per unit, to Knorr-Bremse.
Added
The increase also reflects higher share-based payment expenses, mainly due to new grants of RSUs to employees during the period, and increased purchases of R&D equipment to support ongoing development activities. 52 General and administrative expenses Our general and administrative expenses totaled $5,423,000 for the year ended December 31, 2025, representing an increase of $1,248,000, or 29.9% compared to $4,175,000 for the year ended December 31, 2024.
Removed
We have incurred losses and generated negative cash flows from operations since inception in April 2016.
Added
The increase was primarily attributable to higher salaries and related personnel expenses, reflecting salary adjustments, one-time bonuses and the absence in 2025 of temporary salary reductions that were in effect during the first six months of 2024.
Removed
In January 2024, we completed the January 2024 PIPE resulting in aggregate gross proceeds approximately $3.5 million, which includes approximately $0.5 million that we received upon the partial conversion of the Credit Facility. See “Item 5. Operating and Financial Review and Prospects—B. Operating Results— Financing Activities” for additional information.
Added
Additional contributing factors included the depreciation of the U.S. dollar against the NIS, as a significant portion of our expenses are denominated in NIS, and higher share-based payment expenses, including both new RSU grants to employees and a one-time share-based compensation expense recognized in connection with equity grants to two service providers in the areas of investor relations and business development.
Added
Financial expenses and income: Revaluation of derivatives and warrants liabilities expenses For the year ended December 31, 2025, we recorded expenses in amount of $380,000 due to the revaluation of derivatives, warrant liabilities and other in connection with shares issued under the SEPA (as defined below).
Added
Key Business Metrics and Non-GAAP Financial Measures We monitor the key business metrics set forth below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. Our key business metric is Non-GAAP Net Loss.
Added
Increases or decreases in our key performance metrics may not correspond with increases or decreases in our revenue. 53 Non-GAAP Net Loss Non-GAAP net loss is a non-GAAP financial metric that we defined as GAAP net loss excluding stock-based compensation expenses and revaluation of derivative warrant liability expenses.
Added
December 31 December 31, (in thousands of USD) 2025 2024 GAAP Net Loss $ (11,100 ) $ (30,708 ) Stock-based compensation expenses $ 1,460 $ 398 Revaluation of derivative warrant liability expenses $ 380 $ 20,181 Non-GAAP Net Loss $ (9,260 ) $ (10,129 ) We believe that this non-GAAP financial measure is useful in evaluating our business as a way of assisting an investor in evaluating future cash flows of the business.
Added
See “Standby Equity Purchase Agreement (October 2024)”, “Private Placement (January 2024)” and “Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)”. At-the-Market Sales Agreement (April 2025) On April 24, 2025, we entered into a Sales Agreement, or Sales Agreement, with A.G.P./Alliance Global Partners, as sales agent, or A.G.P.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

74 edited+15 added−19 removed137 unchanged
Biggest changeInsurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person.
Biggest changeThe duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to: ● refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs; ● refrain from any action that is competitive with the company’s business; ● refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and ● disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder. 74 Insurance Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association: ● breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; ● a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and ● a financial liability imposed upon him or her in favor of another person.
At each annual general meeting of our shareholders beginning in 2025, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election.
At each annual general meeting of our shareholders beginning in 2025, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election.
The office of a director that is appointed by the board of directors to fill any vacancy shall only serve on the board of directors for the remaining period of time during which the initial director whose service had ended would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 38 of our amended and restated articles of association, the board of directors shall determine at the time of appointment the class to which the additional director shall be assigned.
The office of a director that is appointed by the board of directors to fill any vacancy shall only serve on the board of directors for the remaining period of time during which the initial director whose service had ended would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 38 of our amended and restated articles of association, the board of directors shall determine at the time of appointment the class to which the additional director shall be assigned.
Under the Companies Law, our audit committee is responsible for: ● determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; ● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) (see “Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli law”); ● determining the approval process for transactions that are ‘non-negligible’ (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; 69 ● examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; ● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and ● establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
Under the Companies Law, our audit committee is responsible for: ● determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; ● determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) (see “Directors, Senior Management and Employees-Board Practices-Approval of Related Party Transactions under Israeli law”); ● determining the approval process for transactions that are ‘non-negligible’ (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; ● examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; ● where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; ● examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and ● establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; 73 ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and ● expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees.
However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; ● reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and ● expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees.
The compensation policy must also include the following principles: ● the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; 71 ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation.
The compensation policy must also include the following principles: ● the link between variable compensation and long-term performance and measurable criteria; ● the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; ● the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; ● the minimum holding or vesting period for variable, equity-based compensation; and ● maximum limits for severance compensation.
External directors are elected by a majority vote at a shareholders’ meeting, so long as either: ● at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of the proposal (shares held by abstaining shareholders shall not be considered); or ● the total number of shares voted against the election of the external director, does not exceed 2% of the aggregate voting rights of our Company.
External directors are elected by a majority vote at a shareholders’ meeting, so long as either: ● at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of the proposal (shares held by abstaining shareholders shall not be considered); or 67 ● the total number of shares voted against the election of the external director, does not exceed 2% of the aggregate voting rights of our Company.
Naveh has served as an external director of Upsellon Brands Holdings Ltd (TASE: UPSL). Mr. Naveh holds a B.A. in Accounting and Business from the College of Management Academic Studies, Israel and a M.A. in Law from Bar-Ilan University, Israel. Mr. Naveh is a Certified Public Accountant in Israel. Noam Shloper, Chief Operating Officer Mr.
Naveh has served as an external director of Upsellon Brands Holdings Ltd (TASE: UPSL). Mr. Naveh holds a B.A. in Accounting and Business from the College of Management Academic Studies, Israel and a M.A. in Law from Bar-Ilan University, Israel. Mr. Naveh is a Certified Public Accountant in Israel. 60 Noam Shloper, Chief Operating Officer Mr.
If a majority of the board of directors has a personal interest, then shareholders approval is generally also required. 75 Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
If a majority of the board of directors has a personal interest, then shareholders approval is generally also required. Disclosure of Personal Interests of a Controlling Shareholder Under the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. Committees of the Board of Directors Audit Committee Our audit committee is comprised of at least three independent directors.
Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. 70 Committees of the Board of Directors Audit Committee Our audit committee is comprised of at least three independent directors.
Dor holds a B.Sc. in Electrical Engineering from the Tel Aviv University. Hila Kiron-Revach, Class I Director Ms. Hila Kiron-Revach has served on our board of directors since January 2024. Ms.
Dor holds a B.Sc. in Electrical Engineering from the Tel Aviv University. 61 Hila Kiron-Revach, Class I Director Ms. Hila Kiron-Revach has served on our board of directors since January 2024. Ms.
Duties of Shareholders Under the Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising its rights and performing its obligations toward the company and other shareholders, including, among other things, in voting at general meetings of shareholders (and at shareholder class meetings) on the following matters: ● amendment of the articles of association; ● increase in the company’s authorized share capital; ● merger; and ● the approval of related party transactions and acts of office holders that require shareholder approval.
Duties of Shareholders Under the Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising its rights and performing its obligations toward the company and other shareholders, including, among other things, in voting at general meetings of shareholders (and at shareholder class meetings) on the following matters: ● amendment of the articles of association; ● increase in the company’s authorized share capital; ● merger; and ● the approval of related party transactions and acts of office holders that require shareholder approval. 78 A shareholder also has a general duty to refrain from oppressing other shareholders.
Failure to so indicate will result in the invalidation of that shareholder’s vote. Approval of the Compensation of Directors and Executive Officers Directors .
Failure to so indicate will result in the invalidation of that shareholder’s vote. 77 Approval of the Compensation of Directors and Executive Officers Directors .
See “Item 7.B.—Major Shareholders and Related Party Transactions—Related Party Transactions” for additional information. B. Compensation The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2024.
See “Item 7.B.-Major Shareholders and Related Party Transactions-Related Party Transactions” for additional information. B. Compensation The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2025.
Yossi Daskal and Mr. Oz Adler, and Ms. Hila Kiron-Revach, who will serve as an independent directors, each of whom is “independent,” as such term is defined in under Nasdaq Listing Rules. The members of our audit committee meet the requirements for financial literacy under the Nasdaq Listing Rules.
As noted above, the members of our audit committee are Mr. Yossi Daskal and Mr. Oz Adler, and Ms. Hila Kiron-Revach, who will serve as an independent directors, each of whom is “independent,” as such term is defined in under Nasdaq Listing Rules. The members of our audit committee meet the requirements for financial literacy under the Nasdaq Listing Rules.
There was no erroneously awarded compensation that was required to be recovered pursuant to the Rail Vision Ltd. Executive Officer Clawback Policy during the fiscal year ended December 31, 2024.
There was no erroneously awarded compensation that was required to be recovered pursuant to the Rail Vision Ltd. Executive Officer Clawback Policy during the fiscal year ended December 31, 2025.
The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period. 61 All amounts reported in the table below reflect the cost to us in thousands of U.S. dollars, for the year ended December 31, 2024.
The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period. All amounts reported in the table below reflect the cost to us in thousands of U.S. dollars, for the year ended December 31, 2025.
Eligible Israeli employees, officers and directors, would qualify for provisions of Section 102(b)(2) of the Tax Ordinance. Pursuant to such Section 102(b)(2), qualifying options and shares issued upon exercise of such options are held in trust and registered in the name of a trustee selected by the board of directors.
Eligible Israeli employees, officers and directors, would qualify for provisions of Section 102(b)(2) of the Tax Ordinance of 1961 (New Version) (the “ Ordinance ”). Pursuant to such Section 102(b)(2), qualifying options and shares issued upon exercise of such options are held in trust and registered in the name of a trustee selected by the board of directors.
Our board of directors has adopted a compensation committee charter. 70 Our compensation committee reviews and recommends to our board of directors, with respect to our executive officers’ and directors’: (1) annual base compensation; (2) annual incentive bonus, including the specific goals and amount; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Our compensation committee reviews and recommends to our board of directors, with respect to our executive officers’ and directors’: (1) annual base compensation; (2) annual incentive bonus, including the specific goals and amount; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
Directors and Senior Management The following table sets forth information regarding our executive officers, and directors as of March 28, 2024: Name Age Position Executive Officers Shahar Hania 52 Chief Executive Officer Ofer Naveh 53 Chief Financial Officer Noam Shloper 51 Chief Operating Officer Doron Cohadier 51 Vice President of Business Development and Marketing Amit Klir 55 Vice President of Research and Development Non-Employee Directors Eli Yoresh (2) 54 Chairman of the Board of Directors, Class III Director Ariel Dor (2) 44 Class I Director Hila Kiron-Revach (1)(2) 53 Class I Director Yossi Daskal (1)(2) 71 Class III Director Oz Adler (1)(2) 38 Class II Director (1) Member of the audit and compensation committee.
Directors and Senior Management The following table sets forth information regarding our executive officers, and directors as of March 25, 2026: Name Age Position Executive Officers David BenDavid 54 Chief Executive Officer Ofer Naveh 54 Chief Financial Officer Noam Shloper 52 Chief Operating Officer Doron Cohadier 52 Vice President of Business Development and Marketing Amit Klir 56 Vice President of Research and Development Non-Employee Directors Eli Yoresh (2) 55 Chairman of the Board of Directors, Class III Director Ariel Dor (2) 44 Class I Director Hila Kiron-Revach (1)(2) 53 Class I Director Yossi Daskal (1)(2) 71 Class III Director Oz Adler (1)(2) 38 Class II Director Shahar Hania 53 Class II Director (1) Member of the audit and compensation committee.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.70 = $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel in the year ended December 31, 2024.
Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.453 = $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel in the year ended December 31, 2025.
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or chief executive officer, with a holder of 5% or more of the issued share capital or voting power in the company or with the most senior financial officer.
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or chief executive officer, with a holder of 5% or more of the issued share capital or voting power in the company or with the most senior financial officer. 68 The term “Controlling Shareholder” means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder.
Our directors are included in the Company’s Directors and Officers insurance policy and were issued letters of indemnification and exculpation by the Company. 63 In addition, certain of our directors were granted 50,000 RSUs, vested over a three-year period conditioned upon continuous service with the Company. C.
Our directors are included in the Company’s Directors and Officers insurance policy and were issued letters of indemnification and exculpation by the Company. In addition, certain of our directors were granted 3,500 RSUs, vested over a three-year period conditioned upon continuous service with the Company. C.
Our Option Plan was last amended on March 28, 2024. Our employees, directors, officers, and services providers, including those who are our controlling shareholders (if any), as well as those of our affiliated companies, are eligible to participate in this Option Plan.
Our Option Plan was adopted by our board of directors on January 31, 2017, and was last amended on March 28, 2024. Our employees, directors, officers, and services providers, including those who are our controlling shareholders (if any), as well as those of our affiliated companies, are eligible to participate in this Option Plan.
Arrangements for Election of Directors and Members of Management Under our articles of association, as amended at our annual general meeting of shareholders held in September 2024, our directors (excluding External Directors (as defined in the Companies Law), to the extent External Directors are required to be elected and to serve on the board of directors pursuant to the requirements of the Companies Law) are divided into three classes with staggered three-year terms.
Family Relationships There are currently no family relationships between any members of our executive management and our directors. 62 Arrangements for Election of Directors and Members of Management Under our articles of association, as amended at our annual general meeting of shareholders held in September 2024, our directors (excluding External Directors (as defined in the Companies Law), to the extent External Directors are required to be elected and to serve on the board of directors pursuant to the requirements of the Companies Law) are divided into three classes with staggered three-year terms.
Ariel Dor and Ms. Hila Kiron-Revach, will hold office until our annual general meeting of shareholders to be held in 2025; ● the Class II director, consisting of Mr. Oz Adler, will hold office until our annual general meeting of shareholders to be held in 2026; and ● the Class III directors, consisting of Mr. Eli Yoresh and Mr.
Ariel Dor and Ms. Hila Kiron-Revach, will hold office until our annual general meeting of shareholders to be held in 2028; ● the Class II director, consisting of Mr. Oz Adler and Mr. Shahar Hania, will hold office until our annual general meeting of shareholders to be held in 2026; and ● the Class III directors, consisting of Mr.
The compensation committee is also responsible for: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval.
The compensation committee is also responsible for: ● recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); ● recommending to the board of directors periodic updates to the compensation policy; ● assessing implementation of the compensation policy; ● determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and ● determining whether to approve the terms of compensation of office holders that require the committee’s approval. 73 Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee.
A shareholder also has a general duty to refrain from oppressing other shareholders. The remedies generally available upon a breach of contract will also apply to a breach of the above mentioned duties, and in the event of oppression of other shareholders, additional remedies are available to the injured shareholder.
The remedies generally available upon a breach of contract will also apply to a breach of the above mentioned duties, and in the event of oppression of other shareholders, additional remedies are available to the injured shareholder.
Yossi Daskal, will hold office until our annual general meeting of shareholders to be held in 2027.
Eli Yoresh and Mr. Yossi Daskal, will hold office until our annual general meeting of shareholders to be held in 2027.
In addition, under regulations promulgated pursuant to the Companies Law, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees.
A director of a company may not be appointed as an external director of another company if at the same time a director of such other company is acting as an external director of the first company. 69 In addition, under regulations promulgated pursuant to the Companies Law, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees.
Our compensation committee follows home country practice as opposed to complying with the compensation committee membership and charter requirements prescribed under the Nasdaq Listing Rules.
Our compensation committee follows home country practice as opposed to complying with the compensation committee membership and charter requirements prescribed under the Nasdaq Listing Rules. Our board of directors has adopted a compensation committee charter.
As a default, our Option Plan provides that upon termination of employment for any reason, other than in the event of death or disability, all unvested options will expire and all vested options will generally be exercisable for one month following such termination, if we initiate such termination, or two weeks following such termination, if an employee initiates such termination, or such other period as determined by the Option Plan administrator, subject to the terms of the Option Plan and the governing option agreement.
The Option Plan also permits granting options to Israeli grantees who do not qualify under Section 102(b)(2). 79 As a default, our Option Plan provides that upon termination of employment for any reason, other than in the event of death or disability, all unvested options will expire and all vested options will generally be exercisable for one month following such termination, if we initiate such termination, or two weeks following such termination, if an employee initiates such termination, or such other period as determined by the Option Plan administrator, subject to the terms of the Option Plan and the governing option agreement.
For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service. 68 Furthermore, pursuant to these regulations, such company may reappoint a person as an independent director for additional terms, beyond nine years, which do not exceed three years each, if each of the audit committee and the board of directors determine, in that order, that in light of the independent director’s expertise and special contribution to the board of directors and its committees, the reappointment for an additional term is in the company’s best interest.
Furthermore, pursuant to these regulations, such company may reappoint a person as an independent director for additional terms, beyond nine years, which do not exceed three years each, if each of the audit committee and the board of directors determine, in that order, that in light of the independent director’s expertise and special contribution to the board of directors and its committees, the reappointment for an additional term is in the company’s best interest.
As of the date of this annual report, the Company has been afforded such relief because a majority of the Company’s directors are independent and there is no controlling shareholder in the Company and therefore the Company is currently not required to appoint external directors. 65 According to regulations promulgated under the Companies law, at least one of the external directors is required to have “financial and accounting expertise,” unless another member of the audit committee, who is an independent director under the Nasdaq Listing Rules, has “financial and accounting expertise,” and the other external director or directors are required to have “professional expertise.” An external director may not be appointed to an additional term unless: (1) such director has “accounting and financial expertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting and financial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriate by the board of directors.
According to regulations promulgated under the Companies law, at least one of the external directors is required to have “financial and accounting expertise,” unless another member of the audit committee, who is an independent director under the Nasdaq Listing Rules, has “financial and accounting expertise,” and the other external director or directors are required to have “professional expertise.” An external director may not be appointed to an additional term unless: (1) such director has “accounting and financial expertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting and financial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriate by the board of directors.
Klir has more than 25 years of experience in development and leadership of video and audio applications. Prior to joining us, Mr. Klir worked as the Head of Engineering at Continuse Biometrics Ltd., an innovative medical company, between May 2015 and March 2021. Mr.
Klir has more than 25 years of experience in development and leadership of video and audio applications. Prior to joining us, Mr. Klir worked as the Head of Engineering at Continuse Biometrics Ltd., an innovative medical company, between May 2015 and March 2021. Mr. Klir holds a B.Sc. degree in Electric Engineering and Computers from the Ben Gurion University, Israel.
Our board may, at any time during the term of the Option Plan increase the number of shares available for grant under the Option Plan subject to any required approval of our shareholders of such increase if so required under applicable laws and/or our incorporation documents and/or any shareholders agreement, as shall be in effect from time to time. 77 Our Option Plan was adopted by our board of directors on January 31, 2017, and awards may be granted under the Option Plan until January 31, 2027.
Our board may, at any time during the term of the Option Plan increase the number of shares available for grant under the Option Plan subject to any required approval of our shareholders of such increase if so required under applicable laws and/or our incorporation documents and/or any shareholders agreement, as shall be in effect from time to time.
Furthermore, on September 30, 2024, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 50,000 RSUs to each of our Board members Mr. Oz Adler, Mr. Yossi Daskal, Mr. Ariel Dor and Mrs.
Furthermore, on December 1, 2025, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 1,833 RSUs to each of our Board members Mr. Oz Adler, Mr. Yossi Daskal, Mr. Ariel Dor and Mrs.
In addition, certain of our directors were granted options to purchase 4,992 ordinary shares. The options are exercisable at a price per share of US$14.80. The options vest in three equal tranches over a three-year period, conditioned upon continuous service with the Company.
In addition, certain of our directors were granted options to purchase 166 ordinary shares. The options are exercisable at a price per share of US$444.00. These options have vest in three equal tranches over a three-year period, conditioned upon continuous service with the Company and are fully vested.
(2) Cash compensation amounts denominated in NIS were converted into U.S. dollars at the average conversion rate for the year ended December 31, 2024. (3) Includes a one-time bonus to our Chief Executive Officer in the amount of NIS 56,000 (approximately $15,000).
(2) Cash compensation amounts denominated in NIS were converted into U.S. dollars at the average conversion rate for the year ended December 31, 2025. (3) Includes a one-time bonus to our Chief Financial Officer in the amount of NIS 72,000 (approximately $21,000) (4) On April 24, 2025, Mr.
Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Companies Law, including at least one external director (to the extent external director is required under the Companies Law and its regulations).
Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “Directors, Senior Management and Employees-Board Practices-Approval of Related Party Transactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Companies Law, including at least one external director (to the extent external director is required under the Companies Law and its regulations). 71 Nasdaq Stock Market Requirements for Audit Committee Under the Nasdaq Listing Rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.
Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation under the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to us, pursuant to the Companies Law. 64 Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise.
Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation under the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to us, pursuant to the Companies Law.
The insurance amount is NIS 18 million (approximately US$ 5.6 million) in aggregate plus reasonable legal defense costs, with Company retention for claims in North America of NIS 90,000 (approximately US$ 28,125) and Company retention for other claims of NIS 18,000 (approximately US$ 5,600).
The insurance amount is NIS 18 million (approximately US$5.6 million) in aggregate plus reasonable legal defense costs, with Company retention for claims in North America of NIS 90,000 (approximately US$28,125) and Company retention for other claims of NIS 18,000 (approximately US$5,600). The policy is for seven (7) years as of April 4, 2022, and cost NIS 49,140 (approximately US$15,260).
Prior to the approval of the reelection of the external director at a general shareholders meeting, the company’s shareholders must be informed of the term previously served by him or her and of the reasons why the board of directors and audit committee recommended the extension of his or her term. 66 External directors may be removed only by a special general meeting of shareholders called by the board of directors after the board has determined that circumstances allow such dismissal, at the same special majority of shareholders required for their election or by a court, and in both cases only if the external directors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company.
External directors may be removed only by a special general meeting of shareholders called by the board of directors after the board has determined that circumstances allow such dismissal, at the same special majority of shareholders required for their election or by a court, and in both cases only if the external directors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company.
Ofer Naveh has served as our Chief Financial Officer since June 2017. Mr. Naveh brings more than 20 years of experience in accounting and financial management in numerous financial roles at public companies traded in Israel and the United States. Mr.
Naveh brings more than 20 years of experience in accounting and financial management in numerous financial roles at public companies traded in Israel and the United States. Mr.
Their terms of employment are subject to the approval of the board of directors’ compensation committee and of the board of directors, as well as our shareholders in the event such terms deviate from our office holder compensation policy, and are subject to the terms of any applicable engagement agreements that we may enter into with them.
Their terms of employment are subject to the approval of the board of directors’ compensation committee and of the board of directors, as well as our shareholders in the event such terms deviate from our office holder compensation policy, and are subject to the terms of any applicable engagement agreements that we may enter into with them. 65 Under our Articles of Association, as amended at our annual general meeting of shareholders held in September 2024, our directors are divided into three classes with staggered three-year terms.
Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits. The Option Plan also permits granting options to Israeli grantees who do not qualify under Section 102(b)(2).
Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits.
Hila Kiron Revah, subject to a quarterly vesting over a period of 3 years (so that by the end of each quarter, 1/12 of the RSUs shall vest) provided that the grantee is continuing his/her office as Board member on the applicable vesting date. 62 In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers.
Hila Kiron Revah, subject to a quarterly vesting over a period of 3 years (so that by the end of each quarter, 1/12 of the RSUs shall vest) provided that the grantee is continuing his/her office as Board member on the applicable vesting date.
Exculpation Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. 75 Exculpation Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
On March 28, 2024 the Compensation Committee of our Board of Directors resolved to approve the renewal of the Company’s directors’ and officers’ insurance policy, for a period of 18 months as of April 1, 2024, of a $7.5 million coverage, and an annual premium not to exceed $246,400 ($369,600 for the 18 months period), pursuant to the applicable regulations under Companies Law.
On September 21, 2025 the Audit and Compensation Committee of our Board of Directors resolved to approve the renewal of the Company’s directors’ and officers’ insurance policy, for a period of 12 months as of October 1, 2025, of a $7.5 million coverage, and an annual premium of $181,700, pursuant to the applicable regulations under Companies Law.
There are no service contracts between us, on the one hand, and our directors in their capacity as directors, on the other hand, providing for benefits upon termination of service.
There are no service contracts between us, on the one hand, and our directors in their capacity as directors, on the other hand, providing for benefits upon termination of service. Fiduciary Duties of Office Holders The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company.
Fiduciary Duties of Office Holders The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company. 72 The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances.
The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances.
Klir holds a B.Sc. degree in Electric Engineering and Computers from the Ben Gurion University, Israel. 59 Non-Employee Directors Eli Yoresh, Chairman of the Board of Directors, Class III Director Mr. Eli Yoresh has served on our board of directors since August 2017 and was appointed as the Chairman in January 2024. Mr.
Non-Employee Directors Eli Yoresh, Chairman of the Board of Directors, Class III Director Mr. Eli Yoresh has served on our board of directors since August 2017 and was appointed as the Chairman in January 2024. Mr.
In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we must have at least one director with accounting and financial expertise.
Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Such determination of a company’s shareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter (other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders shall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power in the company.
Such determination of a company’s shareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter (other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders shall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power in the company. 66 The board of directors may, subject to the provisions of the Companies Law and certain limitations set forth therein, delegate its powers to committees of the board, and it may, from time to time, revoke such delegation or alter the composition of any such committees.
The board of directors may elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove that director as chairman.
Our board of directors has determined that we must have at least one director with accounting and financial expertise. The board of directors may elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove that director as chairman.
The term “office holder” is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of that person’s title, a director and any other manager directly subordinate to the general manager. 67 In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange.
In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholders vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter). 76 The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholders vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter).
Executive Officer - Name and Principal Position (1) (2) (in thousands, US dollars) Salary and Related Benefits Share Based Compensation Total Shahar Hania, CEO $ 299 (3) $ 50 $ 349 Ofer Naveh, CFO $ 259 (4) $ 40 $ 299 Amit Klir, VP R&D $ 210 $ 16 $ 226 Zachi Bar-Yehoshua, former COO (5) $ 177 (5) $ 1 $ 178 Noam Shloper, COO $ 157 $ 8 $ 165 (1) All amounts reported in the table are in terms of cost to us, as recorded in our financial statements.
Executive Officer - Name and Principal Position (1) (2) (in thousands, US dollars) Salary and Related Benefits Share Based Compensation Total Ofer Naveh, CFO $ 295 (3) $ 132 $ 427 Shahar Hania, former CEO $ 286 (4) $ 60 $ 346 Amit Klir, VP R&D $ 248 (5) $ 53 $ 301 Doron Cohadier, VP of Business Development and Marketing $ 219 (6) $ 40 $ 259 Noam Shloper, COO $ 205 (7) $ 41 $ 246 (1) All amounts reported in the table are in terms of cost to us, as recorded in our financial statements.
The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
Our board has adopted a compensation policy which was approved by our shareholders on March 27, 2022, as amended and approved by our shareholders on September 30, 2024. 72 The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
(2) Independent director (as defined under Nasdaq Stock Market Listing Rules) 58 Senior Management Shahar Hania, Chief Executive Officer Mr. Shahar Hania has served as our Chief Executive Officer since November 2020. Previously, Mr.
(2) Independent director (as defined under Nasdaq Stock Market Listing Rules) Senior Management David BenDavid, Chief Executive Officer Mr. David BenDavid has served as our Chief Executive Officer since April 2025. Previously, Mr. BenDavid served as our Chief Technology Officer from 2018 to 2019. Mr.
Furthermore, on September 30, 2024, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 191,000 RSUs to Mr. Yoresh.
In addition, on December 1, 2025, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 27,000 RSUs to Mr.
As of March 30, 2025, the number of ordinary shares reserved for issuance under the Option Plan was 4,061,098. As of March 30, 2025, 179,638 options to purchase 179,638 ordinary shares were issued and outstanding, of which 138,484 options were vested as of that date, with exercise prices ranging from $14.8 to $49.11 per share.
As of March 25, 2026, the number of ordinary shares reserved for issuance under the Option Plan was 48,630. As of March 25, 2026, 23,297 options to purchase 23,297 ordinary shares were issued and outstanding, of which 5,469 options were vested as of that date, with exercise prices ranging from $15.318 to $1,473.30 per share.
Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. 76 Disclosure of Personal Interests of an Office Holder The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company.
(4) Includes a one-time bonus to our Chief Financial Officer in the amount of NIS 96,000 (approximately $26,000) (5) Mr. Bar-Yehoshua resigned from the Company in November, 30, 2024. Employment Agreements and Service Agreements with Executive Officers We have entered into written employment agreements and/or service agreements with each of our executive officers.
(5) Includes a one-time bonus to our VP R&D in the amount of NIS 37,800 (approximately $11,000) (6) Includes a one-time bonus to our VP of Business Development and Marketing in the amount of NIS 15,000 (approximately $4,350) (7) Includes a one-time bonus to our Chief Operations Officer in the amount of NIS 30,800 (approximately $9,000) 64 Employment Agreements and Service Agreements with Executive Officers We have entered into written employment agreements and/or service agreements with each of our executive officers.
The policy is for seven (7) years as of April 4, 2022, and cost NIS 49,140 (approximately US$ 15,260). The purchase of the run-off director and officer insurance policy was approved by the Company’s shareholders on June 6, 2022.
The purchase of the run-off director and officer insurance policy was approved by the Company’s shareholders on June 6, 2022.
Adler was employed as a certified public accountant at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. Mr.
Adler was employed as a certified public accountant at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. Mr. Adler is a certified public accountant in Israel and holds a B.A. degree in Accounting and Business Management from The College of Management, Israel. Shahar Hania, Class II Director Mr.
We have entered into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them, in each case, to the fullest extent permitted by our amended and restated articles of association and the Companies Law, to the extent that these liabilities are not covered by insurance. 74 Approval of Related Party Transactions under Israeli Law General Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if: ● the office holder acts in good faith and the act or its approval does not cause harm to the company; and ● the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter.
We have entered into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them, in each case, to the fullest extent permitted by our amended and restated articles of association and the Companies Law, to the extent that these liabilities are not covered by insurance.
Hania served as a member of our board of directors from November 2020 to March 2022, and as our Vice President of Research and Development from April 2016 to March 2021. Mr. Hania is an electro-optics expert with vast experience (since 1994) in the fields of combined electro-optics systems, detection, infrared systems and lasers. Mr.
Hania has served on our board of directors since April 2025. Previously, Mr. Hania served as our Chief Executive Officer from November 2020 until April 2025, as a member of our board of directors from November 2020 to March 2022, and as our Vice President of Research and Development from April 2016 to March 2021. Mr.
Hania held senior system engineering positions in Bird Aerosystems Ltd. From April 2012 to May 2016, and Elbit Systems Electro-Optics ELOP Ltd. From 2000 to 2012. Mr. Hania holds a B.Sc. in Physics and Electro-optics engineering from the Jerusalem College of Technology, Israel and a M.Sc. in electro-optics engineering from Ben-Gurion University, Israel. Ofer Naveh, Chief Financial Officer Mr.
Hania holds a B.Sc. in Physics and Electro-optics engineering from the Jerusalem College of Technology, Israel and a M.Sc. in electro-optics engineering from Ben-Gurion University, Israel.
As of December 31, 2024, options to purchase 116,926 ordinary shares granted to our directors and executive officers were outstanding under our Option Plan at a weighted average exercise price of $14.8 per share.
Salary and Related Benefits Retirement and Other Similar Benefits Share Based Compensation All directors and senior management as a group, consisting of 11 persons (as of December 31, 2025). $ 1,511 $ 81 $ 463 As of December 31, 2025, options to purchase 21,470 ordinary shares granted to our directors and executive officers were outstanding under our Option Plan at a weighted average exercise price of $104.97 per share.
As of March 30, 2025, we had also an aggregate of 2,565,519 RSUs issued and outstanding under the Option Plan, of which 227,647 RSUs were vested as of such date .
As of March 25, 2026, we had also an aggregate of 157,653 unvested RSUs issued and outstanding under the Option Plan .
The table below reflects the compensation granted during or with respect to the year ended December 31, 2024.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2025.
Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. Our internal auditor is Mrs. Dana Spira, who has been serving as our internal auditor since May 2022. Mrs.
Our internal auditor is Mrs. Dana Spira, who has been serving as our internal auditor since May 2022. Mrs.
Under our Articles of Association, as amended at our annual general meeting of shareholders held in September 2024, our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors.
Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors.
Removed
Adler is a certified public accountant in Israel and holds a B.A. degree in Accounting and Business Management from The College of Management, Israel. 60 Family Relationships There are currently no family relationships between any members of our executive management and our directors.
Added
BenDavid has over 25 years of global experience in driving innovation in artificial intelligence, cloud computing, and other transformative technologies. From 2019 to 2024, he served as CEO and co-founder of Tensorleap, as well as CEO and co-founder of Ogmint. Mr.
Removed
Salary and Related Benefits Pension, Retirement and Other Similar Benefits Share Based Compensation All directors and senior management as a group, consisting of 18* persons (as of December 31, 2024). $ 1,319 — $ 177 * On January 9, 2024, we announced that each of Mr. Shmuel Donnerstein, Ms. Inbal Kreiss and Ms.
Added
BenDavid also held senior engineering and sales engineering roles in prominent technology companies in both Israel and the United States. Mr. BenDavid holds a B.Sc. in Mechanical Engineering and a Software Engineering Certification from the Technion – Israel Institute of Technology. Ofer Naveh, Chief Financial Officer Mr. Ofer Naveh has served as our Chief Financial Officer since June 2017. Mr.
Removed
Keren Aslan tendered their resignations from our board of directors, and the board of directors had appointed Mr. Amitay Weiss and Ms. Hila Kiron-Revach to the board of directors. On March 12, 2024, Mr. Weiss resigned from our board of directors and that Mr. Ariel Dor was appointed to our board of directors. Mr. Donnerstein, Ms. Kreiss, Ms.
Added
Hania is an electro-optics expert with vast experience (since 1994) in the fields of combined electro-optics systems, detection, infrared systems and lasers. Mr. Hania held senior system engineering positions in Bird Aerosystems Ltd. From April 2012 to May 2016, and Elbit Systems Electro-Optics ELOP Ltd. From 2000 to 2012. Mr.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

20 edited+15 added−26 removed7 unchanged
Biggest changeDoes not include (i) options to purchase 1,041 ordinary shares exercisable at $14.80 per share and expiring in September 2032, that vest in more than 60 days from the date hereof and (ii) 105,834 RSUs that vest in more than 60 days from the date hereof. 79 (7) Consists of (i) 4,166 ordinary shares, (ii) 5,264 options vested within 60 days, exercisable at an exercise price of $49.11, and expiring in January 2028 and (iii) 4,166 RSUs vested within 60 days.
Biggest change(11) Consists of (i) 1,152 ordinary shares, (ii) 166 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in May 2032 and (iii) 292 RSUs vested within 60 days of March 25, 2026.
The number of record holders is not representative of the number of beneficial holders of our ordinary shares, as 97.4% of our outstanding ordinary shares are recorded in the name of Cede & Co. as nominee for the Depository Trust Company, in whose name all shares held in “street name” are held in the United States.
The number of record holders is not representative of the number of beneficial holders of our ordinary shares, as 91.975% of our outstanding ordinary shares are recorded in the name of Cede & Co. as nominee for the Depository Trust Company, in whose name all shares held in “street name” are held in the United States.
In addition, according to our records, Foresight Autonomous Holdings Ltd. held a beneficial ownership of 11.1% of our ordinary shares on December 31, 2023 and currently holds 0% of our ordinary shares.
In addition, according to our records, Foresight Autonomous Holdings Ltd. held a beneficial ownership of 11.1% of our ordinary shares on December 31, 2023 and, to our knowledge, currently holds less than 5% of our ordinary shares.
Our major shareholders do not have voting rights with respect to their ordinary shares that are different from the voting rights of other holders of our ordinary shares. Record Holders As of March 31, 2025, there were 72 holders of record of our ordinary shares, out of which 24 holders of record had a registered address in the United States.
Our major shareholders do not have voting rights with respect to their ordinary shares that are different from the voting rights of other holders of our ordinary shares. Record Holders As of March 25, 2026, there were 50 holders of record of our ordinary shares, out of which no holders of record had a registered address in the United States.
Changes in Ownership of Major Shareholders As reported on their Schedule 13D, as of June 21, 2023, Knorr-Bremse Systeme für Schienenfahrzeuge GmbH reported beneficial ownership of 48.1% of our ordinary shares. According to our records, Knorr-Bremse’s current beneficial ownership is 3.35% of our ordinary shares.
(13) See footnotes (2)-(12) for certain information regarding beneficial ownership. Changes in Ownership of Major Shareholders As reported on their Schedule 13D, as of June 21, 2023, Knorr-Bremse Systeme für Schienenfahrzeuge GmbH reported beneficial ownership of 48.1% of our ordinary shares. According to our records, Knorr-Bremse’s current beneficial ownership is less than 5% of our ordinary shares.
Major Shareholders The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 30, 2025 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group. 78 Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to ordinary shares.
Major Shareholders The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 25, 2026 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
We believe that all such arrangements have been entered into in the ordinary course of business. C. Interests of Experts and Counsel Not applicable.
Certain Relationships From time to time, we do business with other companies affiliated with our principal shareholders, as described above. We believe that all such arrangements have been entered into in the ordinary course of business. C. Interests of Experts and Counsel Not applicable.
Unless otherwise noted below, each beneficial owner’s address is: c/o Rail Vision Ltd., 15 Ha’Tidhar St., Ra’anana, 4366517 Israel.
Unless otherwise noted below, each beneficial owner’s address is: c/o Rail Vision Ltd., 15 Ha’Tidhar St., Ra’anana, 4366517 Israel. No. of Shares Beneficially Owned Percentage Owned 5% or Greater Shareholders L.I.A. Pure Capital Ltd.
No. of Shares Beneficially Owned Percentage Owned 5% or Greater Shareholders None Directors and senior management: Shahar Hania (1) 147,667 ** Ofer Naveh (2) 64,848 ** Noam Shloper (3) 20,882 ** Eli Yoresh* (4) 37,683 ** Doron Cohadier (5) 14,166 ** Amit Klir (6) 26,375 ** Ariel Dor*(7) 13,596 ** Yossi Daskal* (8) 12,076 ** Hila Kiron Revach*(9) 8,332 ** Oz Adler* (10) 12,076 ** All directors and senior management as a group (10 persons) 0.67 % * Indicates director of the Company. ** Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding.
(1) 136,819 6.12 % Directors and senior management: David BenDavid (2) - - % Ofer Naveh (3) 31,645 1.44 % Noam Shloper (4) 3,844 ** % Eli Yoresh* (5) 26,525 1.21 % Doron Cohadier (6) 3,750 ** % Amit Klir (7) 4,658 ** % Ariel Dor*(8) 1,619 ** % Yossi Daskal* (9) 1,610 ** % Hila Kiron Revach*(10) 1,444 ** % Oz Adler* (11) 1,610 ** % Shahar Hania* (12) 9,299 ** % All directors and senior management as a group (11 persons) (13) 3.90 % * Indicates director of the Company. ** Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding.
(2) Consists of (i) 21,166 ordinary shares, (ii) 22,516 options vested within 60 days, exercisable at an exercise price of $14.80 and expiring in January 2028, January 2030 and May 2032 and (iii) 21,166 RSUs vested within 60 days.
(12) Consists of (i) 6,361 ordinary shares, (ii) 2,005 options ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in January 2028, October 2030, May 2032 and October 2033 and (iii) 933 RSUs vested within 60 days of March 25, 2026.
There are no arrangements known to us which would result in a change in control of our company at a subsequent date. B.
There are no arrangements known to us which would result in a change in control of our company at a subsequent date. 82 B. Related Party Transactions The following is a description of the material terms of those transactions with related parties to which we are party since January 1, 2025.
Except as indicated in the footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders.
Ordinary shares issuable under RSUs, share options or warrants that are exercisable within 60 days after March 25, 2026 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the RSUs, options or warrants but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. 80 Except as indicated in the footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders.
(1) Consists of (i) 78,820 ordinary shares, (ii) 40,847 options vested within 60 days exercisable at an exercise price of $14.80 and expiring in January 2028, October 2030, May 2032 and October 2033 and (iii) 28,000 RSUs vested within 60 days.
(3) Consists of (i) 28,995 ordinary shares, (ii) 750 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in January 2028, January 2030 and May 2032 and (iii) 1,900 RSUs vested within 60 days of March 25, 2026.
Does not include 41,668 RSUs that vest in more than 60 days from the date hereof. (9) Consists of (i) 4,166 ordinary shares, and (ii) 4,166 RSUs vested within 60 days. Does not include 41,668 RSUs that vest in more than 60 days from the date hereof.
Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026. (10) Consists of (i) 1,152 ordinary shares, and (ii) 292 RSUs vested within 60 days of March 25, 2026. Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026.
Does not include 211,668 RSUs that vest in more than 60 days from the date hereof (3) Consists of (i) 8,583 ordinary shares, (ii) 3,716 options vested within 60 days, exercisable at an exercise price of $14.80 and expiring in January 2028, January 2030 and September 2032 and (iii) 8,583 RSUs vested within 60 days.
Does not include 8,158 RSUs that vest in more than 60 days of March 25, 2026. 81 (8) Consists of (i) 1,152 ordinary shares, (ii) 175 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $1,473.30 and expiring in January 2028 and (iii) 292 RSUs vested within 60 days of March 25, 2026.
(10) Consists of (i) 4,166 ordinary shares, (ii) 3,328 options vested within 60 days, exercisable at an exercise price of $14.80 and expiring in June 2032 and (iii) 4,166 RSUs vested within 60 days.
(9) Consists of (i) 1,152 ordinary shares, (ii) 166 options ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in May 2032 and (iii) 292 RSUs vested within 60 days of March 25, 2026.
(6) Consists of (i) 10,583 ordinary shares, (ii) 5,209 options vested within 60 days, exercisable at an exercise price of $14.80 and expiring in September 2032 and (iii) 10,583 RSUs vested within 60 days.
(7) Consists of (i) 3,708 ordinary shares, (ii) 208 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in September 2032 and (iii) 742 RSUs vested within 60 days of March 25, 2026.
Does not include 159,168 RSUs that vest in more than 60 days from the date hereof. (5) Consists of (i) 7,083 ordinary shares, and (ii) 7,083 RSUs vested within 60 days. Does not include 70,834 RSUs that vest in more than 60 days from the date hereof.
Does not include 10,406 RSUs that vest in more than 60 days of March 25, 2026. (6) Consists of (i) 3,125 ordinary shares, and (ii) 625 RSUs vested within 60 days of March 25, 2026. Does not include 3,750 RSUs that vest in more than 60 days of March 25, 2026.
Does not include 41,668 RSUs that vest in more than 60 days from the date hereof. (8) Consists of (i) 4,166 ordinary shares, (ii) 4,992 options vested within 60 days, exercisable at an exercise price of $14.80 and expiring in May 2032 and (iii) 4,166 RSUs vested within 60 days.
Does not include (i) 237 options ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in October 2033, that vest in more than 60 days of March 25, 2026 and (ii) 5,600 RSUs that vest in more than 60 days of March 25, 2026.
Does not include (i) options to purchase 84 ordinary shares exercisable at $14.80 per share and expiring in September 2032, that vest in more than 60 days from the date hereof and (ii) 85,834 RSUs that vest in more than 60 days from the date hereof (4) Consists of (i) 15,916 ordinary shares, (ii) 7,099 options vested within 60 days, exercisable at an exercise price of $14.80 and expiring in January 2028 and May 2032 and (iii) 15,916 RSUs vested within 60 days.
(4) Consists of (i) 3,098 ordinary shares, (ii) 127 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in January 2030 and September 2032 and (iii) 619 RSUs vested within 60 days of March 25, 2026.
Removed
Ordinary shares issuable under RSUs, share options or warrants that are exercisable within 60 days after March 30, 2025 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the RSUs, options or warrants but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Added
Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to ordinary shares.
Removed
Does not include (i) options to purchase 24,798 ordinary shares exercisable at $14.80 per share and expiring in May 2032 and October 2033, that vest in more than 60 days from the date hereof and (ii) 280,000 RSUs that vest in more than 60 days from the date hereof.
Added
(1) Based on information contained in a Schedule 13G filed with the SEC on March 9, 2026, by L.I.A. Pure Capital Ltd. (“Pure Capital”).
Removed
Does not include (i) options to purchase 1,664 ordinary shares exercisable at $14.80 per share and expiring in June 2032, that vest in more than 60 days from the date hereof and (ii) 41,668 RSUs that vest in more than 60 days from the date hereof.
Added
Consists of (i) 93,796 ordinary shares, (ii) 833 restricted share units that will vest within 60 days of March 9, 2026, and (iii) 42,190 ordinary shares which may be acquired by Pure Capital within 60 days of March 9, 2026 through the exercise of a warrant (the “Warrant”), which includes a blocker provision under which Pure Capital does not have the right to exercise the Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by Pure Capital, together with its affiliates, and any other persons acting as a group together with Pure Capital or any of its affiliates, of more than 19.99% of our ordinary shares.
Removed
Related Party Transactions The following is a description of the material terms of those transactions with related parties to which we are party since January 1, 2024. 80 Employment Agreements We have entered into written employment or services agreements with each of our executive officers.
Added
The principal business address of L.I.A. Pure Capital Ltd. is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916. (2) Does not include 17,400 options and 27,000 RSUs that vest in more than 60 days of March 25, 2026.
Removed
Pure Capital Private Placement (January 2024) On January 18, 2024, we entered into the January 2024 PIPE, Units, consisting of (i) one of our ordinary shares and/or pre-funded warrants to purchase our ordinary shares and (ii) one and a half warrants to purchase our ordinary shares to the Investors, of a minimum of $2.5 million of Units and up to a maximum of $3 million of Units.
Added
Does not include 11,400 RSUs that vest in more than 60 days of March 25, 2026.
Removed
The January 2024 PIPE closed on January 31, 2024 following the execution of definitive documentation between us and the Investors.
Added
Does not include 3,716 RSUs that vest in more than 60 days of March 25, 2026.
Removed
In the January 2024 PIPE, the Investors purchased $3.0 million of Units consisting of (A) (i) 1,651,458 of ordinary shares and/or (ii) January 2024 PIPE Pre-Funded Warrants to purchase up to 1,394,999 ordinary shares and (B) January 2024 PIPE Ordinary Share Warrants to purchase up to 4,569,688 ordinary shares. The purchase price per Unit is $0.98475.
Added
(5) Consists of (i) 24,856 ordinary shares, (ii) 236 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of f $444.00 and expiring in January 2028 and May 2032 and (iii) 1,433 RSUs vested within 60 days of March 25, 2026.
Removed
The January 2024 PIPE Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and will not expire until exercised in full.
Added
Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026.
Removed
The January 2024 PIPE Ordinary Share Warrants are exercisable upon issuance at an exercise price of $0.98475 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and have a 5.5-year term from the issuance date.
Added
Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026.
Removed
In connection with the closing of the January 2024 PIPE, we exercised our conversion right pursuant to the Facility Agreement to convert $500,000 of the Credit Facility as a portion of the January 2024 Conversion Loan Amount.
Added
Convertible Loan Facility with Quantum Transportation In connection with the closing of our acquisition of Quantum Transportation, on January 14, 2026, we entered into a loan agreement pursuant to which we extended to Quantum Transportation a convertible loan facility of up to $700,000, bearing 8% annual interest, to support its operations and development roadmap.
Removed
Following such conversion, we issued to the Lender (i) the Facility Conversion Pre-Funded Warrant to purchase up to 507,743 ordinary shares and (ii) the Facility Conversion Ordinary Share Warrant to purchase up to 761,615 ordinary shares.
Added
The principal amount of the loan may be drawn down, in whole or in part, from time to time by Quantum Transportation in accordance with the terms of the loan agreement.
Removed
The Facility Conversion Pre-Funded Warrant and the Facility Conversion Common Warrant are in substantially the same form and on substantially the same terms as the January 2024 PIPE Pre-Funded Warrant and January 2024 PIPE Ordinary Share Warrant, respectively.
Added
The principal amount plus interest accrued thereon (the “Loan Amount”) shall be repaid in one payment on the 24-month anniversary of the date of the loan agreement (the “Initial Term”), unless extended upon the mutual agreement of the parties (the “Extended Term”).
Removed
As of the date of this Annual Report, all of the warrants and pre-funded warrants that were issued in connection with the January 2024 PIPE have been exercised in full, consisting of 1,394,999 January 2024 PIPE Pre-Funded Warrants, 507,743 Facility Conversion Pre-Funded Warrants, 761,615 Facility Conversion Common Warrants and 4,569,688 January 2024 PIPE Warrants have been exercised resulting in gross proceeds of approximately $5.25 million to the Company.
Added
The Loan Amount will bear interest at the rate of 8% per annum from the date Quantum Transportation actually receives any portion thereof from us during the Initial Term, which will be increased to 12% per annum during the Extended Term, in each case until repayment or conversion of the Loan Amount.
Removed
Execution of Credit Facility Agreement and Issuance of Warrant (January 2024) On January 9, 2024, we entered into the Facility Agreement for a $6 million the Credit Facility and an additional amount up to $3 million, subject to certain conditions, of Additional Loans, with the Lender, who was also an Investor in the January 2024 PIPE.
Added
During the Initial Term or Extended Term, if applicable, we have the right, in our sole discretion, to convert the Loan Amount into the then most senior class of shares of Quantum Transportation at a conversion price equal to the lower of (i) the exchange valuation of Quantum Transportation pursuant to the exchange mechanism set out under the exchange agreement pursuant to which we acquired Quantum Transportation or (ii) the price per share in a future equity investment in Quantum Transportation, subject to certain conditions, in an amount exceeding US $700,000.
Removed
The Credit Facility, which had an initial term of 10 months, accrued interest at a rate of 8% per annum, and the first payment of $1.5 million was drawn down upon execution of the Facility Agreement and the remaining amount were able to be drawn down in eight equal installments as of March 7, 2024.
Added
The Loan Agreement contains customary representations, warranties and other provisions customary for transactions of this nature, including various negative and affirmative covenants and events of default. As of March 25, 2026, we have advanced $100,000 under this convertible loan facility to Quantum Transportation. Employment Agreements We have entered into written employment or services agreements with each of our executive officers.
Removed
As detailed below, the Facility Agreement terminated on March 1, 2024. 81 Pursuant to the Facility Agreement, the Lender’s financing obligations terminated in the event we drew down $7.5 million or more pursuant to an alternate credit facility or closes one or more equity financing transaction in an aggregate amount of at least $5 million.
Removed
As of March 1, 2024, we had received aggregate gross proceeds of more than $5 million from the purchase of Units in the January 2024 Private Placement, the exercise of warrants issued in the January 2024 Private Placement and our exercise of the Conversion Right in the amount of $500,000.
Removed
As a result, the Lender’s financing obligations have terminated pursuant to the terms of the Facility Agreement.
Removed
Until we close one or more equity financing transactions in an aggregate amount of at least $5 million (including the conversion of the Credit Facility), we had the right to convert into ordinary share up to $1.5 million, including accrued interest, of a loan extended or to be extended to us by the Lender, or the January 2024 Conversion Loan Amount, in connection with and in the framework of a financing transaction of ours on the date that follows the date upon which we notified the Lender of such financing transaction, which conversion will occur upon the same terms.
Removed
As of the date hereof, we had converted $500,000 of the Credit Facility as a portion of the January 2024 Conversion Loan Amount.
Removed
As part of the Facility Agreement, we issued a warrant, or the January 2024 Facility Warrant, to the Lender to purchase 2,419,354 of our ordinary shares representing an aggregate exercise amount of $7.5 million, with a per share exercise price of $3.10, subject to certain adjustments and certain anti-dilution protection, representing a 150% premium of the closing share price of our ordinary shares on January 5, 2024.
Removed
The January 2024 Facility Warrant is immediately exercisable upon issuance and has a term of 5 years from the date of issuance.
Removed
Following the closing of the January 2024 PIPE, the exercise price of the January 2024 Facility Warrant was adjusted to $0.408 which is the effective price per ordinary share in the January 2024 PIPE, or the January 2024 Facility Warrant Adjusted Exercise Price, and the number of ordinary shares issuable upon the exercise of the January 2024 Facility Warrant was also adjusted to a total 18,382,353, or the January 2024 Facility Warrant Adjusted Shares, such that the product of the January 2024 Facility Warrant Adjusted Exercise Price and the January 2024 Facility Warrant Adjusted Shares is equal to an aggregate exercise amount of $7.5 million.
Removed
As of the date of this Annual Report, 17,170,000 January 2024 Facility Warrants have been exercised resulting in gross proceeds of approximately $7.0 million to the Company.
Removed
In connection with and as a condition to the Credit Facility, each of Shmuel Donnerstein, Inbal Kreiss and Keren Aslan tendered their resignations from our board of directors, and our board of directors appointed Amitay Weiss and Hila Kiron-Revach to our board of directors. On March 12, 2024, Mr. Weiss resigned from our board of directors. Mr.
Removed
Weiss’s resignation was not due to any disagreement with us or management. Also on March 12, 2024, our board of directors appointed Mr. Ariel Dor to our board of directors. Certain Relationships From time to time, we do business with other companies affiliated with our principal shareholders, as described above.