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6-K

Rail Vision Ltd. (RVSN)

6-K 2026-03-31 For: 2026-03-31
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Added on April 10, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

For the month of March 2026

Commission file number: 001-41334

RAILVISION LTD.

(Translation of registrant’s name into English)

15Ha’Tidhar St

Ra’anana,4366517 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form<br> 20-F ☒ Form<br> 40-F ☐

CONTENTS

Attached hereto and incorporated herein is the Registrant’s press release issued on March 31, 2026, titled “Rail Vision Announces Second Half and Full Year 2025 Financial Results.”


EXHIBITINDEX

Exhibit No.
99.1 Press release issued by Rail Vision Ltd. on March 31, 2026, titled “Rail Vision Announces Second Half and Full Year 2025 Financial Results”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Rail Vision Ltd.
Date:<br> March 31, 2026 By: /s/ Ofer Naveh
Name: Ofer<br> Naveh
Title: Chief<br> Financial Officer

Exhibit99.1


RailVision Announces Second Half and Full Year 2025 Financial Results


Companypresents strong balance sheet with year-end cash of approximately $20 million and zero debt


Revenueup 14.4% year-over-year


Ra’anana, Israel, March 31, 2026 (GLOBE NEWSWIRE) – Rail Vision Ltd. (Nasdaq: RVSN, FSE: C80) (“Rail Vision” or the “Company”), an early commercialization stage technology company transforming railway safety through advanced AI-integrated sensing systems, today announced its financial results for the second half and full year ended December 31, 2025. The Company reported revenue growth and operational progress, strengthening its global market presence.

“2025 was a transformative year for Rail Vision,” said David BenDavid, Chief Executive Officer. “We advanced key installations with Israel Railways, secured follow-on orders from a leading mining operator in Latin America, penetrated deeper into Central America, and launched a high-profile proof of concept in India with Sujan Industries – all demonstrating strong validation of our AI-driven safety solutions in real-world, demanding environments. The global railroad industry was valued at over $340 billion in 2025 and projected to grow toward $460 billion by the mid-2030s. In this expanding market, we are leveraging our technological leadership in cutting-edge obstacle detection and railway analytics as we aim to drive safer, more efficient rail operations worldwide and deliver long-term value to our stakeholders and partners.”

2025and Recent Business Highlights


Israel- Rail Vision continued installations and operations of its MainLine systems with Israel Railways. The partnership was publicly highlighted at CES 2026 as cutting-edge AI obstacle detection technology. In addition, the Company aims to expand its product offering by deploying its ShuntingYard product within Israel Railways’ cargo division.


LatinAmerica - Rail Vision secured a $335,000 follow-on order from a leading mining company following a successful long-term pilot under challenging environmental conditions, reinforcing commercial validation in the region.


CentralAmerica - Rail Vision received a purchase order for its MainLine system from a leading freight rail operator, marking continued geographic penetration.


India- Rail Vision signed a Memorandum of Understanding with Sujan Industries aimed at entering the Indian rail market. In March 2026, the Company announced the successful completion of a proof of concept demonstration of its MainLine system in India, receiving positive feedback from the customer on performance and suitability for potential controlled deployment.


Quantum-AIExpansion- The Company completed the acquisition of a 51% stake in Quantum Transportation, positioning it as a majority-owned subsidiary. Quantum Transportation unveiled a breakthrough transformer-based neural decoder for quantum error correction that outperformed classical algorithms in simulations. Rail Vision is exploring long-term synergies between quantum computing and railway AI applications.



FullYear 2025 Financial Results

Revenues<br> for the year ended December 31, 2025, increased by 14.4% to $1,487,000, compared to $1,300,000<br> for the year ended December 31, 2024. Revenue growth was primarily driven by additional MainLine<br> installations for Israel Railways, a MainLine system purchase by a Central American freight<br> operator, a follow-on MainLine system order and spare parts sales to a Latin American mining<br> company and services provided to existing customers.
Research<br> and development expenses for the year ended December 31, 2025, increased by 30.0% to $6,864,000<br> compared to $5,279,000 for the year ended December 31, 2024. The increase was primarily attributable<br> to higher salaries due to increased headcount and salary levels, absence of temporary salary<br> reductions that were in effect during part of 2024, depreciation of the U.S. dollar against<br> the NIS, higher share-based compensation and increased purchases of R&D equipment.
General<br> and administrative expenses totaled $5,423,000 for the year ended December 31, 2025, compared<br> to $4,175,000 for the year ended December 31, 2024, representing an increase of $1,207,000<br> or 29.9%. The increase was primarily attributable to higher salaries including salary adjustments<br> and one-time bonuses, increased share-based compensation, including new grants to employees<br> and service providers and currency impact, partially offset by lower marketing expenses.
As<br> a result of the foregoing, the Company’s operating loss for the year ended December<br> 31, 2025, was $11,735,000 compared to an operating loss of $9,004,000 for the year ended<br> December 31, 2024.
For<br> the year ended December 31, 2025, we recorded expenses in the amount of $380,000 due<br> to the revaluation of derivatives, warrants liabilities and others in connection with shares<br> issued under the Standby Equity Purchase Agreement (SEPA). This compares to expenses of $20,181,000<br> for the year ended December 31, 2024, which were primarily related to warrants issued in<br> a private placement and a convertible loan credit facility the Company entered into in January<br> 2024.
Other<br> financing income amounted to $1,015,000 for the year ended December 31, 2025, mainly driven<br> by interest income on short-term deposits. This compares to $1,523,000 of other financial<br> expenses for the year ended December 31, 2024. The $2,538,000 change is primarily attributable<br> to the full amortization of the discount related to the convertible loan credit facility<br> recorded in 2024.
GAAP<br> net loss for the year ended December 31, 2025, was $11,100,000, or $6.15 per ordinary share,<br> compared to a GAAP net loss of $30,708,000, or $55.41 per ordinary share, in the year ended<br> December 31, 2024.
Non-GAAP<br> net loss for the year ended December 31, 2025, was $9,260,000, or $5.13 per ordinary share,<br> compared to a non-GAAP net loss of $10,129,000, or $18.28 per ordinary share, in the year<br> ended December 31, 2024.

A reconciliation between GAAP operating results and non-GAAP operating results is provided in the financial data that is part of this release. Non-GAAP results exclude stock-based compensation expenses and revaluation of derivatives, warrant liabilities and other.


BalanceSheet Highlights (as of December 31, 2025):


Cash<br> and cash equivalents totaled approximately $20 million.
The<br> Company had zero financial debt.
Shareholders’<br> equity totaled $20.3 million, compared to $17.7 million at year-end 2024.

Financingactivities

During 2025, net cash provided by financing activities was $11.8 million, primarily from issuances under the SEPA and ATM facilities and warrants exercises.


SecondHalf Financial Results

Revenues<br> for the six months ended December 31, 2025, were $1,250,000, compared to $539,000 for the<br> six months ended December 31, 2024, representing an increase of 132%, mainly comprised from<br> higher system deliveries and installations.
Research<br> and development expenses for the six months ended December 31, 2025, were $3,623,000, compared<br> to $2,821,000 for the six months ended December 31, 2024, representing an increase of 28%.<br> The increase mainly reflects higher salaries due to increased headcount and salary levels<br> and depreciation of the U.S. dollar against the NIS, higher share-based compensation and<br> increased purchases of R&D equipment.
General<br> and administrative expenses for the six months ended December 31, 2025, were $2,911,000,<br> compared to $2,059,000 in the six months ended December 31, 2024, representing an increase<br> of 41%. The increase mainly reflects higher share-based compensation, including new grants<br> to employees and service providers, increase in salaries and professional fees and currency<br> impact, partially offset by lower marketing expenses.
As<br> a result of the foregoing, the Company’s operating loss for the six months ended December<br> 31, 2025, was $6,030,000 compared to an operating loss of $4,819,000 for the six months ended<br> December 31, 2024.
Other<br> financing income amounted to $609,000 for the six months ended December 31, 2025, mainly<br> driven by interest income on short-term deposits. This compared to $219,000 other financing<br> expenses for the six months ended December 31, 2024.
GAAP<br> net loss for the six months ended December 31, 2025, was $5,421,000, or $2.82 per ordinary<br> share, compared to a GAAP net loss of $6,384,000, or $9.12 per ordinary share, in the six<br> months ended December 31, 2024.
Non-GAAP<br> net loss for the six months ended December 31, 2025, was $4,390,000 or $2.29 per ordinary<br> share, compared to a non-GAAP net loss of $4,736,000, or $6.77 per ordinary share, in the<br> six months ended December 31, 2024.

A copy of Rail Vision’s annual report on Form 20-F for the year ended December 31, 2025 has been filed with the U.S. Securities and Exchange Commission at https://www.sec.gov/ and posted on Rail Vision’s investor relations website at https://ir.railvision.io/. Rail Vision will deliver a hard copy of its annual report, including its complete audited consolidated financial statements, free of charge, to its shareholders upon request at investors@railvision.io.

Useof Non-GAAP Financial Results


In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the Company’s earnings release contains non-GAAP financial measures of net loss for the period that excludes the effect of stock-based compensation expenses and revaluation of derivative warrant liabilities. The Company’s management believes the non-GAAP financial information provided in this release is useful to investors’ understanding and assessment of the Company’s on-going operations. Management also uses both GAAP and non-GAAP information in evaluating and operating business internally and as such deemed it important to provide all this information to investors. The non-GAAP financial measures disclosed by the Company should not be considered in isolation or as a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these Non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures and not rely on any single financial measure to evaluate the Company’s business. For more information on the non-GAAP financial measures, please see the “Reconciliation of GAAP to Non-GAAP Financial Measures” later in this release. This accompanying table has more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

AboutRail Vision Ltd.


Rail Vision (Nasdaq: RVSN, FSE: C80) is an early commercialization stage technology company transforming railway safety through advanced AI-integrated sensing systems. The Company develops and commercializes proprietary, multi-spectral electro-optic platforms that provide extended-range situational awareness and real-time hazard detection. Using machine learning algorithms to identify and classify obstacles, Rail Vision’s technology enhances safety, improves operational efficiency, and supports continuity across deployments.

The Company’s cloud-based platform complements its products by transforming railway operational data into actionable insights that help optimize performance, reduce downtime, and improve safety. As the Company expands its global footprint, it delivers AI-driven perception that supports safer operations, reduces operational risk, and enables the transition to fully autonomous operations.

Rail Vision holds a 51% stake in Quantum Transportation, which has an exclusive sub-license for rail technologies under an innovative pending patent in quantum error correction owned by Ramot, the technology transfer company of Tel Aviv University.

For more information, please visit https://www.railvision.io/


Forward-LookingStatements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses moving beyond hardware to a complete railway safety and analytics ecosystem. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F, for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026 and in subsequent filings with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Rail Vision is not responsible for the contents of third-party websites.


Contacts


David BenDavid

Chief Executive Officer

Rail Vision Ltd.

15 Ha’Tidhar St

Ra’anana, 4366517 Israel

Telephone: +972- 9-957-7706


InvestorRelations:


Michal Efraty

investors@railvision.io


RailVision Ltd.

BALANCESHEETS

(U.S.dollars in thousands, except share data and per share data)

As of December 31,
2025 2024
Audited
ASSETS
Current assets:
Cash and cash equivalents $ 19,957 $ 17,238
Restricted cash 272 230
Accounts receivable 215 495
Inventories 1,207 1,304
Other current assets 342 436
Total current assets 21,993 19,703
Non-current Assets:
Operating lease - right of use asset 254 582
Fixed assets, net 296 312
550 894
Total assets 22,543 20,597
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payables 219 107
Current operating lease liability 248 305
Other accounts payable 1,742 2,266
Total current liabilities 2,209 2,678
Non-current operating lease liability 217
Total liabilities 2,209 2,895
Shareholders’ equity
Ordinary shares, no par value
Additional paid in capital 128,104 114,372
Accumulated deficit (107,770 ) (96,670 )
Total shareholders’ equity 20,334 17,702
Total liabilities and shareholders’ equity 22,543 20,597

RailVision Ltd.

STATEMENTSOF COMPREHENSIVE LOSS

(U.S.dollars in thousands, except share data and per share data)


Year<br> ended December 31, Six<br> months ended December 31,
2025 2024 2025 2024
Audited Unaudited
Revenues $ 1,487 $ 1,300 $ 1,250 $ 539
Cost of revenues (935 ) (850 ) (746 ) (478 )
Gross profit 552 450 504 61
Research and development expenses (6,864 ) (5,279 ) (3,623 ) (2,821 )
General and administrative<br> expenses (5,423 ) (4,175 ) (2,911 ) (2,059 )
Operating loss (11,735 ) (9,004 ) (6,030 ) (4,819 )
Financial (expenses)<br> income:
Revaluation of derivatives, warrants liabilities<br> and others (380 ) (20,181 ) (1,346 )
Other financing income<br> (expenses), net 1,015 (1,523 ) 609 (219 )
Net<br> loss for the period (11,100 ) (30,708 ) (5,421 ) (6,384 )
Basic<br> and diluted loss per share (*) $ (6.15 ) $ (55.41 ) $ (2.82 ) $ (9.12 )
Weighted<br> average number of shares outstanding used to compute basic and diluted loss per ordinary share (*) 1,805,364 554,185 1,919,555 699,497

(*) Retroactively adjusted to reflect a one-for-thirty (1-for-30) reverse share split of the Company’s ordinary shares effected on February 4, 2026.

RailVision Ltd.

AUDITEDSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S.dollars in thousands, except share data and per share data)

Ordinary<br> Shares Additional Total
Number<br> of shares (*) paid<br> in capital Accumulated<br> Deficit shareholders’ equity
BALANCE AS<br> OF JANUARY 1, 2024 99,904 68,681 (65,962 ) 2,787
CHANGES<br> DURING 2024:
Cancelation of the par value of ordinary<br> shares ) 68
Issuance of units of ordinary shares and<br> pre-funded warrants, net of issuance costs (**) 118,473 1,404 1,404
Exercise of warrants to ordinary shares,<br> net of issuance costs (***) 558,616 25,561 25,561
Classification of warrant liabilities to<br> equity warrants 6,143 6,143
SEPA set up fees 9,623 152 152
Issuance of ordinary shares in relation<br> to the SEPA 470,553 12,117 12,117
Restricted Share Units vesting 7,588 173 173
Share-based payment 73 73
Net loss (30,708 ) (30,708 )
BALANCE AS OF DECEMBER<br> 31, 2024 1,264,757 114,372 (96,670 ) 17,702
CHANGES<br> DURING 2025:
Exercise of warrants to ordinary shares,<br> net of issuance costs (***) 198,333 2,307 2,307
Issuance of ordinary shares in relation<br> to the SEPA 269,810 7,917 7,917
Issuance of ordinary shares in relation<br> to the ATM, net of issuance costs (*****) 175,574 2,048 2,048
Restricted Share Units vesting 72,455 1,011 1,011
Share-based payment 33,334 449 449
Net loss (11,100 ) (11,100 )
BALANCE<br> AS OF DECEMBER 31, 2025 2,014,263 128,104 (107,770 ) 20,334

All values are in US Dollars.

(*) Retroactively adjusted to<br> reflect a one-for-thirty (1-for-30) reverse share split of the Company’s ordinary shares effected on February 4, 2026.
(**) Issuance costs in the amount<br> of approximately $39.
(***) Issuance costs in the amount<br> of approximately $252.
(****) Issuance costs in the amount<br> of approximately $121.
(*****) Issuance costs in the amount<br> of approximately $136.

RailVision Ltd.

STATEMENTSOF CASH FLOWS

(U.S.dollars in thousands)


Year<br> ended December 31, Six months ended December 31,
2025 2024 2025 2024
Audited Unaudited
Cash<br> flows from operating activities
Net loss for the period $ (11,100 ) $ (30,708 ) $ (5,421 ) $ (6,384 )
Adjustments<br> to reconcile loss to net cash used in operating activities:
Depreciation 132 148 73 63
Share-based payment 1,460 398 1,031 303
Effect of exchange rate changes on cash and<br> cash equivalents (219 ) 27 (91 ) (29 )
Revaluation of derivative warrant liabilities 380 20,181 1,346
Amortization of a discount related to a convertible<br> loan credit facility 1,229
Changes in operating assets and liabilities:
Decrease (increase) in<br> accounts receivables 280 (495 ) (120 ) (360 )
Decrease (increase) in<br> other current assets 104 (100 ) 143 (82 )
Increase in Inventories 97 (327 ) 223 (336 )
Change in operating lease<br> liability 54 20 12 33
Increase (decrease) in<br> trade accounts payable 112 (78 ) 142 19
Increase<br> in other accounts payable (422 ) 23 (453 ) 340
Net cash used in operating<br> activities (9,122 ) (9,682 ) (4,461 ) (5,087 )
Cash<br> flows from investing activities
Purchase of fixed assets (125 ) (30 ) (115 ) (24 )
Net cash used in investing<br> activities (125 ) (30 ) (115 ) (24 )
Cash<br> flows from financing activities:
Proceeds from a convertible loan credit facility<br> and issuance of warrants 1,500
Payments on convertible loan credit facility (1,000 )
Proceeds from exercise of warrants, net of<br> issuance expenses 2,204 9,687 1,874
Proceeds from issuance<br> of shares and warrants, net of issuance expenses 9,585 13,731 2,030 10,770
Net<br> cash provided by financing activities 11,789 23,918 2,030 12,644
Effect of exchange rate changes on cash and<br> cash equivalents 219 (27 ) 91 29
Increase (Decrease) in cash, cash equivalents<br> and restricted cash 2,761 14,179 (2,455 ) 7,562
Cash, cash equivalents<br> and restricted cash at the beginning of the period 17,468 3,289 22,684 9,906
Cash,<br> cash equivalents and restricted cash at the end of the period $ 20,229 $ 17,468 $ 20,229 $ 17,468
Non<br> Cash Activities:
Conversion of a convertible<br> loan credit facility to ordinary shares 500
Issuance expenses recorded<br> in other accounts payables 103 103


RailVision Ltd.

UNAUDITEDRECONCILIATION OF GAAP TO NON-GAAP RESULTS

(U.S.dollars in thousands, except share data and per share data)


Year<br> ended December 31, Six<br> months ended December 31,
2025 2024 2025 2024
GAAP operating<br> loss $ (11,735 ) $ (9,004 ) $ (6,030 ) $ (4,819 )
Stock-based compensation in cost of revenues 7 7
Stock-based compensation in research and development<br> expenses 537 120 317 102
Stock-based compensation<br> in general and administrative expenses 916 126 707 48
Non-GAAP<br> operating loss (10,275 ) (8,758 ) (4,999 ) (4,669 )
GAAP Revaluation of derivatives<br> and warrants liabilities expenses (380 ) (20,181 ) (1,346 )
Revaluation of derivative<br> warrant liabilities 380 20,181 1,346
Non-GAAP<br> Revaluation of derivatives and warrants liabilities expenses
GAAP Other financing income<br> (expenses), net 1,015 (1,523 ) 609 (219 )
Stock-based compensation<br> expenses 152 152
Non-GAAP<br> Other financing income (expenses), net 1,015 (1,371 ) 609 (67 )
GAAP net loss (11,100 ) (30,708 ) (5,421 ) (6,384 )
Stock-based compensation expenses 1,460 398 1,031 302
Revaluation of derivative<br> warrant liability expenses 380 20,181 1,346
Non-GAAP<br> net loss (9,260 ) (10,129 ) (4,390 ) (4,736 )
GAAP<br> Basic and diluted loss per share (*) $ (6.15 ) $ (55.41 ) $ (2.77 ) $ (9.12 )
Non-GAAP<br> Basic and diluted loss per share (*) $ (5.13 ) $ (18.28 ) $ (2.29 ) $ (6.77 )
Weighted<br> average number of shares outstanding used to compute basic and diluted loss per ordinary share (*) 1,805,364 554,185 1,919,555 699,497
(*) Retroactively adjusted to<br> reflect a one-for-thirty (1-for-30) reverse share split of the Company’s ordinary shares effected on February 4, 2026.
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