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6-K

Rail Vision Ltd. (RVSN)

6-K 2025-03-31 For: 2025-03-31
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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 2025

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, 2025, titled “Rail Vision Announces Second Half and Full Year 2024 Financial Results: Reports Strong Revenue Growth for the Full Year 2024, Driven by Key Orders and Market Expansion.”

EXHIBITINDEX

Exhibit No.
99.1 Press release issued by Rail Vision Ltd. on March 31, 2025, titled “Rail Vision Announces Second Half and Full Year 2024 Financial Results: Reports Strong Revenue Growth for the Full Year 2024, Driven by Key Orders and Market Expansion”

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, 2025 By: /s/ Ofer Naveh
Name: Ofer<br> Naveh
Title: Chief<br> Financial Officer

Exhibit99.1

RailVision Announces Second Half and Full Year 2024 Financial Results: Reports Strong Revenue Growth for the Full Year 2024, Driven by KeyOrders and Market Expansion

Ra’anana, Israel, March 31, 2025 (GLOBE NEWSWIRE) – Rail Vision Ltd. (Nasdaq: RVSN) (“Rail Vision” or the “Company”), an early commercialization stage technology company seeking to revolutionize railway safety and the data-related market, today announced its financial results for the second half and full year ended December 31, 2024. The Company reported significant revenue growth and operational progress, strengthening its market presence in the U.S. and beyond.

“2024 was a transformative year for Rail Vision,” said Shahar Hania, CEO of Rail Vision. “Since the beginning of 2024, we’ve secured over $34 million in funding, delivered key orders to global industry leaders and strengthened our U.S. market presence. With expanding fleet management, data services, and cloud integration, we are moving beyond hardware to a complete railway safety and analytics ecosystem.”

CommercialExecution

In<br> early 2025, received a purchase order from a Central American freight operator for its MainLine<br> system.
Completed<br> in 2024 the first deliveries of MainLine systems related to a $1.4 million order from Israel<br> Railways for ten Main Line Systems after successful evaluation, —marking the first-ever<br> national rail installation of the Company’s AI-based tech.
Completed<br> multiple installations in 2024, including with a Class 1 U.S. freight operator, Loram, a<br> top U.S. rail maintenance firm, and a leading Latin American mining company.
Secured<br> an initial $1 million order in January 2024 from a leading U.S.-based rail services company,<br> followed by a $200,000 follow-on order in June 2024.

GlobalExpansion

Entered<br> the Indian market through a non-binding MOU with Sujan Ventures, targeting thousands of locomotives<br> operated by Indian Railways.
Joined<br> the MxV Rail Technology Roadmap Program under the American Association of Railroads to support<br> safety and efficiency initiatives across North America.

ProductInnovation

Launched<br> an Active Control System enabling semi-autonomous train operation in collaboration with a<br> U.S. rail company.
Introduced<br> D.A.S.H., a proprietary SaaS platform delivering real-time operational insights and enhanced<br> safety.

Milestonesand IP Protection

Gained<br> regulatory approval from Israel Railways for its MainLine System, unlocking a $300,000 milestone<br> payment.
Secured<br> a U.S. patent and received a notice of allowance in Japan for its AI-powered obstacle detection<br> system.

FullYear 2024 Financial Results

Revenues<br> for the year ended December 31, 2024, increased by 815% to $1.3 million, compared to $142,000<br> for the year ended December 31, 2023. The increase was primarily driven by installations<br> for a leading global mining company that purchased a Rail Vision Main Line System, the first<br> installation of Rail Vision’s Main Line Systems for Israel Railways and the successful<br> delivery and installation of Rail Vision’s Shunting Yard systems to Loram and a Class<br> 1 US Railroad company.
Research<br> and development expenses for the year ended December 31, 2024, decreased to $5,279,000 compared<br> to $7,145,000 for the year ended December 31, 2023. The decrease was primarily attributable<br> to a decrease in salaries and related personnel expenses due to a reduction in workforce,<br> including a reduction in our employee base by 12 R&D employees, and a decrease in R&D<br> equipment purchases
General<br> and administrative expenses totaled $4,175,000 for the year ended December 31, 2024, compared<br> to $4,339,000 for the year ended December 31, 2023, representing a decrease of $164,000<br> or 3.7%. The decrease was primarily attributable to a decrease in salaries as<br> part of the process of reducing costs and a decrease in share-based payment expenses of grants<br> which were fully vested or forfeited in 2024.
As<br> a result of the foregoing, the Company’s operating loss for the year ended December<br> 31, 2024, was $9,004,000 compared to an operating loss of $11,403,000 for the year ended<br> December 31, 2023.
For<br> the year ended December 31, 2024, we recorded expenses in amount of $20,181,000 due to the<br> revaluation of derivatives and warrants liabilities in connection with warrants issued in<br> a private placement and a convertible loan credit facility that we entered into in January<br> 2024 and an equity line facility that the Company established in October 2024. For the year<br> ended December 31, 2023, we did not incur any expenses related to revaluation of derivatives<br> and warrants liabilities.
Other<br> financial expenses amounted to $1,523,00 for the year ended December 31, 2024, compared to<br> $255,000 other financial income for the year ended December 31, 2023. The decrease was primarily<br> attributable to the full amortization of discount related to a convertible loan credit facility<br> that we entered into in January 2024 and set up fees of an equity line facility that the<br> Company established in October 2024.
GAAP<br> net loss for the year ended December 31, 2024, was $30,708,000, or $1.85 per ordinary share,<br> compared to a GAAP net loss of $11,148,000, or $4.30 per ordinary share, in the year ended<br> December 31, 2023.
Non-GAAP<br> net loss for the year ended December 31, 2024, was $10,129,000, or $0.61 per ordinary share,<br> compared to a non-GAAP net loss of $10,875,000, or $4.20 per ordinary share, in the year<br> ended December 31, 2023.

BalanceSheet Highlights

As<br> of December 31, 2024, cash and cash equivalents rose to $17.5 million from $3.3 million<br> as of December 31, 2023. The increase compared to December 31, 2023, is mainly due to the<br> proceeds received from a private placement and credit facility, from warrants exercised by<br> shareholders and from issuance of shares under the equity line facility that the Company<br> established in October 2024, totaling $24.1 million gross ($23.9 net proceeds), less cash<br> used during 2024.

Cashposition and financing activities

Rail<br> Vision secured during 2024 and the first quarter of 2025 over $34 million in gross proceeds<br> to fuel its business through various financing transactions, including a private placement<br> of its shares and warrants, exercises of warrants and using its equity line facility.
In<br> October 2024, the Company established an equity line facility, as amended in February 2025,<br> pursuant to which it has the right to sell up to $30.0 million of its ordinary shares, subject<br> to certain limitations, from time to time during the 36-month period following the date of<br> execution of the agreement. As of the date hereof, the Company has issued an aggregate of<br> 22,210,892 ordinary shares for aggregate gross proceeds of approximately $18.3 million.

SecondHalf Financial Results

Revenues<br> for the six months ended December 31, 2024, were $539,000, compared to $142,000 for the six<br> months ended December 31, 2023, representing an increase of 380%, mainly comprised from installation<br> of Rail Vision’s Main Line Systems for Israel Railways and the successful delivery<br> and installation of Rail Vision’s Shunting Yard systems to a Class 1 US Railroad company.
Research<br> and development expenses for the six months ended December 31, 2024, were $2,821,000, compared<br> to $3,463,000 for the six months ended December 31, 2023 representing a decrease of 18%.<br> The decrease in R&D expenses was primarily attributable to a decrease in R&D salaries<br> due to a reduction in the Company employee base by 12 R&D employees.
General<br> and administrative expenses for the six months ended December 31, 2024, were $2,059,000,<br> similar to $2,036,000 in the six months ended December 31, 2023.
As<br> a result of the foregoing, the Company’s operating loss for the six months ended December<br> 31, 2024, was $4,819,000 compared to an operating loss of $5,418,000 for the six months ended<br> December 31, 2023.
For<br> the six months ended December 31, 2024, the Company recorded expenses in amount of $1,346,000<br> due to the revaluation of derivatives and warrants liabilities in connection with the equity<br> line facility that the Company established in October 2024. For the six months ended December<br> 31, 2023, we did not incur any expenses related to revaluation of derivatives and warrants<br> liabilities.
--- ---
Financial<br> expenses amounted to $219,000 for the six months ended December 31, 2024, compared to $155,000<br> financial income for the six months ended December 31, 2023. The decrease was primarily attributable<br> to set up fees related to the equity line facility that the Company established in October<br> 2024.
GAAP<br> net loss for the six months ended December 31, 2024, was $6,384,000, or $0.30 per ordinary<br> share, compared to a GAAP net loss of $5,313,000, or $1.77 per ordinary share, in the six<br> months ended December 31, 2023.
Non-GAAP<br> net loss for the six months ended December 31, 2024, was $4,736,000 or $0.23 per ordinary<br> share, compared to a non-GAAP net loss of $5,204,000, or $1.74 per ordinary share, in the<br> six months ended December 31, 2023.

A copy of Rail Vision’s annual report on Form 20-F for the year ended December 31, 2024 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 [email protected].

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 is a development stage technology company that is seeking to revolutionize railway safety and the data-related market. The company has developed cutting edge, artificial intelligence based, industry-leading technology specifically designed for railways. The company has developed its railway detection and systems to save lives, increase efficiency, and dramatically reduce expenses for the railway operators. Rail Vision believes that its 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. In addition, the company believes that its technology has the potential to advance the revolutionary concept of autonomous trains into a practical reality. 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 filed with the SEC on March 31, 2025. 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

Shahar Hania

Chief Executive Officer

Rail Vision Ltd.

15 Ha’Tidhar St

Ra’anana, 4366517 Israel

Telephone: +972- 9-957-7706

InvestorRelations:

Michal Efraty

[email protected]

RailVision Ltd.

BALANCESHEETS

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

As<br> of December 31,
2024 2023
Audited
ASSETS
Current assets:
Cash and cash equivalents $ 17,238 $ 3,066
Restricted cash 230 223
Accounts receivable 495
Inventories 1,304 977
Other current assets 436 336
Total<br> current assets 19,703 4,602
Non-current Assets:
Operating lease - right of use asset 582 889
Fixed assets, net 312 430
894 1,319
Total<br> assets 20,597 5,921
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payables 107 185
Current operating lease liability 305 285
Other accounts payable 2,266 2,140
Total<br> current liabilities 2,678 2,610
Non-current operating<br> lease liability 217 524
Total<br> liabilities 2,895 3,134
Shareholders’ equity
Ordinary shares 68
Additional paid in capital 114,372 68,681
Accumulated deficit (96,670 ) (65,962 )
Total<br> shareholders’ equity 17,702 2,787
Total<br> liabilities and shareholders’ equity 20,597 5,921

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,
2024 2023 2024 2023
Audited Unaudited
Revenues $ 1,300 $ 142 $ 539 $ 142
Cost<br> of revenues (850 ) (61 ) (478 ) (61 )
Gross<br> profit 450 81 61 81
Research<br> and development expenses (5,279 ) (7,145 ) (2,821 ) (3,463 )
General<br> and administrative expenses (4,175 ) (4,339 ) (2,059 ) (2,036 )
Operating<br> loss (9,004 ) (11,403 ) (4,819 ) (5,418 )
Financial<br> (expenses) income:
Revaluation<br> of derivatives and warrants liabilities (20,181 ) (1,346 )
Other<br> financing income (expenses), net (1,523 ) 255 (219 ) 105
Net<br> loss for the period (30,708 ) (11,148 ) (6,384 ) (5,313 )
Basic<br> and diluted loss per share $ (1.85 ) $ (4.30 ) $ (0.30 ) $ (1.77 )
Weighted<br> average number of shares outstanding used to compute basic and diluted loss per ordinary share 16,625,543 2,587,290 20,984,913 2,998,278

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<br><br>shares paid in capital Accumulated<br> Deficit shareholders’<br>equity
BALANCE<br> AS OF JANUARY 1, 2023 1,987,005 63,033 (54,814 ) 8,265
CHANGES<br> DURING 2023:
Issuance of shares as<br> a result of exercise of warrants 24,431 (1 )
Issuance of units of ordinary<br> shares and warrants, net of issuance expenses (*) 986,842 5,376 5,397
Share-based payment 273 273
Net<br> loss (11,148 ) (11,148 )
BALANCE<br> AS OF DECEMBER 31, 2023 2,998,278 68,681 (65,962 ) 2,787
CHANGES<br> DURING 2024:
Cancelation of the par<br> value of ordinary shares ) 68
Issuance of units of ordinary<br> shares and pre-funded warrants, net of issuance costs (**) 3,554,200 (***) 1,404 1,404
Exercise of warrants to<br> ordinary shares, net of issuance costs (****) 16,758,487 25,561 25,561
Classification of warrant<br> liabilities to equity warrants 6,143 6,143
SEPA set up fees 288,684 152 152
Issuance of ordinary shares<br> in relation to the SEPA 14,116,595 12,117 12,117
Restricted Share Units<br> vesting 227,647 173 173
Share-based payment 73 73
Net<br> loss (30,708 ) (30,708 )
BALANCE<br> AS OF DECEMBER 31, 2024 37,943,891 114,372 (96,670 ) 17,702

All values are in US Dollars.

(*) Issuance costs in the amount of approximately $603
(**) Issuance costs in the amount of approximately $39.
(***) Including<br> 1,902,742 Pre-funded Warrants which were exercised to 1,902,742 ordinary shares during February and March 2024.
(****) Issuance costs in the amount of approximately $252.

RailVision Ltd.

STATEMENTSOF CASH FLOWS

(U.S.dollars in thousands)

Year<br> ended December 31, Six months ended December 31,
2024 2023 2024 2023
**** Audited **** **** Unaudited ****
Cash<br> flows from operating activities
Net loss for the period $ (30,708 ) $ (11,148 ) $ (6,384 ) $ (5,313 )
Adjustments<br> to reconcile loss to net cash used in operating activities:
Depreciation 148 171 63 91
Share-based payment 398 273 303 108
Effect of exchange rate changes on cash and<br> cash equivalents 27 (70 ) (29 ) (70 )
Revaluation of derivative warrant liabilities 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 accounts receivables (495 ) 115 (360 ) 115
Decrease (increase) in other current assets (100 ) (111 ) (82 ) (31 )
Increase in Inventories (327 ) (977 ) (336 ) (486 )
Change in operating lease liability 20 (8 ) 33 31
Increase (decrease) in trade accounts payable (78 ) 129 19 (38 )
Increase in other accounts<br> payable 23 1,108 340 484
Net<br> cash used in operating activities (9,682 ) (10,518 ) (5,087 ) (5,109 )
Cash<br> flows from investing activities
Purchase of fixed assets (30 ) (152 ) (24 ) (15 )
Net<br> cash used in investing activities (30 ) (152 ) (24 ) (15 )
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<br> of warrants, net of issuance expenses 9,687 1,874
Proceeds from issuance of shares and warrants,<br> net of issuance expenses 13,731 5,397 10,770 (63 )
Net<br> cash provided by financing activities 23,918 5,397 12,644 (63 )
Effect of exchange rate changes on cash and<br> cash equivalents (27 ) 70 29 70
Increase (Decrease) in cash, cash equivalents<br> and restricted cash 14,179 (5,203 ) 7,562 (5,117 )
Cash, cash equivalents<br> and restricted cash at the beginning of the period 3,289 8,492 9,906 8,406
Cash,<br> cash equivalents and restricted cash at the end of the period $ 17,468 $ 3,289 $ 17,468 $ 3,289
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 (65 )


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 months ended December 31,
2024 2023 2024 2023
GAAP operating<br> loss (9,004 ) (11,403 ) (4,819 ) (5,418 )
Stock-based compensation in research and development<br> expenses 120 62 102 34
Stock-based compensation<br> in general and administrative expenses 126 212 48 75
Non-GAAP<br> operating loss (8,758 ) (11,129 ) (4,669 ) (5,309 )
GAAP<br> Revaluation of derivatives and warrants liabilities expenses (20,181 ) (1,346 )
Revaluation of derivative warrant liabilities 20,181 1,346
Non-GAAP<br> Revaluation of derivatives and warrants liabilities expenses
GAAP Other financing income<br> (expenses), net (1,523 ) 255 (219 ) 105
Revaluation of derivative<br> warrant liabilities 152 152
Non-GAAP<br> Other financing income (expenses), net (1,371 ) 255 (67 ) 105
GAAP net loss (30,708 ) (11,148 ) (6,384 ) (5,313 )
Stock-based compensation expenses 398 273 302 109
Revaluation of derivative<br> warrant liability expenses 20,181 1,346
Non-GAAP<br> net loss (10,129 ) (10,875 ) (4,736 ) (5,204 )
GAAP<br> Basic and diluted loss per share (1.85 ) (4.30 ) (0.30 ) (1.77 )
Non-GAAP<br> Basic and diluted loss per share (0.61 ) (4.20 ) (0.23 ) (1.74 )
Weighted<br> average number of shares outstanding used to compute basic and diluted loss per ordinary share 16,625,543 2,587,290 20,984,913 2,998,278