Ra’anana, Israel, Aug. 11, 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 that the European Patent Office has issued a Decision to Grant for the Company’s patent application covering a novel system designed to significantly enhance the sampling rate of an imager detector for a Selected Region Of Interest (SROI). The patented syst ...

The order marks a significant commercial milestone and signals Rail Vision’s continued expansion in the Latin American market Ra’anana, Israel, June 03, 2025 (GLOBE NEWSWIRE) -- Rail Vision Ltd. (Nasdaq: RVSN), a leader in railway safety and AI-driven vision technology, announced today it has secured a $335,000 follow-on order from a prominent Latin American mining company for its MainLine system. The order follows a long-term and successful trial of the system under demanding operational and environmental ...

Ra'anana, Israel, April 07, 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, announced today that it will be participating at the 15th Annual LD Micro Invitational investor conference taking place in New York from April 9-10, 2025. The event is expected to feature leading small-cap companies presenting in half-hour increments, as well as private on ...

Introduction [Emerging Growth Company Status](index=5&type=section&id=EMERGING%20GROWTH%20COMPANY%20STATUS) Rail Vision is an "emerging growth company" under the JOBS Act, benefiting from reporting exemptions until specific revenue or time thresholds are met - The company is classified as an "emerging growth company," which exempts it from certain SEC reporting requirements, such as auditor attestation on internal controls[17](index=17&type=chunk)[21](index=21&type=chunk) - This status will be maintained until the earliest of: reaching **$1.07 billion** in annual gross revenues, December 31, 2027, becoming a "large accelerated filer," or issuing over **$1.0 billion** in non-convertible debt within a three-year period[18](index=18&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=6&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) The report contains forward-looking statements subject to risks, including limited operating history, capital needs, and market acceptance - The report includes forward-looking statements concerning objectives, operational results, financial conditions, and product development, which are subject to significant risks and uncertainties[23](index=23&type=chunk)[24](index=24&type=chunk) - Key risk factors that could cause actual results to differ materially include the company's limited operating history, capital needs, ability to commercialize products, and political instability in the Middle East[26](index=26&type=chunk)[37](index=37&type=chunk) PART I [Item 3. Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details significant financial, business, IP, and geopolitical risks, including historical losses and capital needs [Risk Factors](index=8&type=section&id=D.%20Risk%20Factors) - The company is an early commercialization stage entity with a limited operating history, having incurred a net loss of approximately **$29 million** for the year ended December 31, 2024, and an accumulated deficit of about **$95 million** as of that date[48](index=48&type=chunk) - On March 6, 2025, the company received a notification from Nasdaq for failing to meet the minimum bid price requirement of **$1.00 per share**, and it has until September 2, 2025, to regain compliance[147](index=147&type=chunk) - The company's headquarters and significant operations are located in Israel, exposing it to risks from political, economic, and military instability, including the ongoing conflict that began in October 2023[132](index=132&type=chunk)[133](index=133&type=chunk) - There is a risk that the company may be classified as a "passive foreign investment company" (PFIC) for U.S. federal income tax purposes, which could result in negative tax consequences for U.S. shareholders[123](index=123&type=chunk) [Item 4. Information on the Company](index=32&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) Rail Vision, an Israeli tech company, develops AI-based railway detection systems for safety and efficiency, targeting a growing global market [History and Development of the Company](index=32&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) - Rail Vision Ltd. was incorporated in Israel in April 2016 and is an early commercialization stage technology company focused on revolutionizing railway safety[156](index=156&type=chunk)[157](index=157&type=chunk) - The company qualifies as an "emerging growth company" under the JOBS Act, which allows it to utilize certain exemptions from public company reporting requirements until as late as December 31, 2027[159](index=159&type=chunk) [Business Overview](index=33&type=section&id=B.%20Business%20Overview) - Rail Vision develops AI-based railway detection systems using high-resolution visible light and thermal cameras to identify hazards up to **2,000 meters** away, aiming to save lives, increase efficiency, and reduce operator expenses[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) Recent Commercial Traction | Customer/Partner | Date | Details | Value | | :--- | :--- | :--- | :--- | | Israel Railways | Jan 2023 | Purchase of 10 Main Line Systems | - | | Latin American Mining Co. | Oct 2023 | Purchase order for one Main Line System | **$500,000** | | US Rail & Leasing Co. | Jan 2024 | Supply contract for AI-based Switch Yard Systems | Up to **$5M** | | US Class 1 Freight Rail Co. | Mar 2024 | Order for a Switch Yard System for evaluation | - | | Loram (US) | Apr 2024 | Order for a Switch Yard System for a pilot project | - | | Sujan Ventures (India) | Jan 2025 | MOU to introduce technology to the Indian rail market | - | Global Driver Assistance Systems for Locomotives Market Forecast | Year | Market Value (USD) | Projected CAGR (2024-2034) | | :--- | :--- | :--- | | 2023 | **$9.5 billion** | **4.24%** | | 2034 (Projected) | **$15.1 billion** | **4.24%** | - The company's product portfolio includes the Main Line System for passenger and freight trains, the Shunting Yard System for operational areas, and the D.A.S.H. SaaS platform for data analysis and reporting[207](index=207&type=chunk)[221](index=221&type=chunk)[230](index=230&type=chunk) - Rail Vision's business strategy focuses on three main segments: shunting yards, passenger/freight trains, and data services. Key target markets include North America, Latin America, Israel, and India[235](index=235&type=chunk)[236](index=236&type=chunk) [Organizational Structure](index=56&type=section&id=C.%20Organizational%20Structure) - The company currently has no subsidiaries[282](index=282&type=chunk) [Property, Plant and Equipment](index=56&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) - The company's corporate headquarters and R&D facility are located in a leased space of approximately **16,900 square feet** in Ra'anana, Israel. The current lease ends in September 2026, with an option to extend for an additional five years[283](index=283&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=56&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) FY2024 revenue increased to $1.3M, operating loss narrowed, but a $20.2M non-cash expense led to a $29.0M net loss [Operating Results](index=57&type=section&id=A.%20Operating%20Results) Results of Operations (FY 2024 vs. FY 2023) | Metric | 2024 (in thousands USD) | 2023 (in thousands USD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | **1,300** | **142** | **+815%** | | Gross profit | **450** | **81** | **+456%** | | Research and development expenses | **(5,279)** | **(7,145)** | **-26.1%** | | General and administrative expenses | **(4,175)** | **(4,339)** | **-3.8%** | | Operating loss | **(9,004)** | **(11,403)** | **-21.0%** | | Revaluation of derivatives and warrants liabilities | **(20,181)** | - | N/A | | Net Loss | **(30,708)** | **(11,148)** | **+175%** | - The **815%** increase in revenue for FY 2024 was primarily driven by sales to a LATAM mining company, initial installations for Israel Railways, and deliveries to Loram and a Class 1 US Railroad company[297](index=297&type=chunk) - Research and development expenses decreased by **26.1%** in 2024, mainly due to a reduction in workforce, including **12 R&D employees**, and lower equipment purchases[299](index=299&type=chunk) - The significant increase in net loss to **$29.0 million** was primarily caused by a **$20.2 million** non-cash expense related to the revaluation of derivatives and warrants liabilities from financing activities in January 2024[302](index=302&type=chunk)[304](index=304&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Cash and Cash Equivalents | Date | Amount (in thousands USD) | | :--- | :--- | | December 31, 2024 | **17,500** | Cash Flow Summary (FY 2024 vs. FY 2023) | Activity | 2024 (in thousands USD) | 2023 (in thousands USD) | | :--- | :--- | :--- | | Net cash used in operating activities | **(9,682)** | **(10,518)** | | Net cash used in investing activities | **(30)** | **(152)** | | Net cash provided by financing activities | **23,918** | **5,397** | - The company secured significant funding through a Standby Equity Purchase Agreement (SEPA) with Yorkville in October 2024, with aggregate gross proceeds of approximately **$18.3 million** as of the report date[312](index=312&type=chunk)[316](index=316&type=chunk) - In January 2024, the company raised funds through a private placement (PIPE) and a credit facility, which have resulted in gross proceeds of approximately **$12.3 million** from the exercise of associated warrants[317](index=317&type=chunk)[321](index=321&type=chunk)[332](index=332&type=chunk) - Management expects that its cash and cash equivalents as of the report's issuance date, along with future cash flow from sales, will be sufficient for at least **27 months** of operations[333](index=333&type=chunk) [Critical Accounting Estimates](index=65&type=section&id=E.%20Critical%20Accounting%20Estimates) - A critical accounting estimate involves the valuation of derivatives and warrants liabilities. Warrants that are not indexed to the company's own equity are classified as liabilities and measured at fair value at each reporting period, with changes recognized in the statement of comprehensive loss[343](index=343&type=chunk)[658](index=658&type=chunk) [Item 6. Directors, Senior Management and Employees](index=66&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) Details leadership, compensation, and board practices, including executive officers, classified board, and Israeli corporate governance exemptions [Directors and Senior Management](index=66&type=section&id=A.%20Directors%20and%20Senior%20Management) - The company's leadership includes Shahar Hania as Chief Executive Officer and Ofer Naveh as Chief Financial Officer. The Board of Directors is chaired by Eli Yoresh[344](index=344&type=chunk)[346](index=346&type=chunk)[347](index=347&type=chunk)[351](index=351&type=chunk) [Compensation](index=69&type=section&id=B.%20Compensation) Aggregate Compensation for Directors and Senior Management (FY 2024) | Category | Amount (in thousands USD) | | :--- | :--- | | Salary and Related Benefits | **1,319** | | Share Based Compensation | **177** | Compensation of 5 Most Highly Compensated Officers (FY 2024) | Executive Officer | Total Compensation (in thousands USD) | | :--- | :--- | | Shahar Hania, CEO | **349** | | Ofer Naveh, CFO | **299** | | Amit Klir, VP R&D | **226** | | Zachi Bar-Yehoshua, former COO | **178** | | Noam Shloper, COO | **165** | [Board Practices](index=72&type=section&id=C.%20Board%20Practices) - The Board of Directors is divided into three staggered classes with three-year terms[377](index=377&type=chunk) - The company has adopted reliefs under Israeli regulations for companies listed on foreign exchanges, which currently exempt it from the requirement to appoint external directors, as a majority of its directors are independent and it has no controlling shareholder[359](index=359&type=chunk)[386](index=386&type=chunk) - The Audit Committee is comprised of Yossi Daskal, Hila Kiron-Revach, and Oz Adler[407](index=407&type=chunk) - The Compensation Committee is comprised of Yossi Daskal, Oz Adler, and Hila Kiron-Revach[415](index=415&type=chunk) [Employees](index=85&type=section&id=D.%20Employees) - As of March 30, 2025, the company has **5 senior management members** and **47 other employees**, all located in Israel[279](index=279&type=chunk) [Share Ownership](index=85&type=section&id=E.%20Share%20Ownership) - As of March 30, 2025, the company has **4,061,098 ordinary shares** reserved for issuance under its equity incentive plan. There are **179,638 options** and **2,565,519 RSUs** outstanding[451](index=451&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=86&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) No major shareholders own over 5% as of March 2025; Knorr-Bremse's stake decreased, and significant 2024 financing occurred [Major Shareholders](index=86&type=section&id=A.%20Major%20Shareholders) - As of March 30, 2025, there are no shareholders known to beneficially own more than **5%** of the company's outstanding ordinary shares[462](index=462&type=chunk) - The beneficial ownership of Knorr-Bremse Systeme für Schienenfahrzeuge GmbH has decreased from **48.1%** as of June 21, 2023, to **3.35%** currently[464](index=464&type=chunk) [Related Party Transactions](index=88&type=section&id=B.%20Related%20Party%20Transactions) - In January 2024, the company entered into a private placement (PIPE) and a **$6 million** credit facility agreement with a global investment firm, which was also an investor in the PIPE[471](index=471&type=chunk)[475](index=475&type=chunk) - The January 2024 PIPE raised **$3.0 million** through the sale of units consisting of ordinary shares, pre-funded warrants, and common warrants[472](index=472&type=chunk) - As of the report date, all warrants and pre-funded warrants from the January 2024 PIPE have been exercised, resulting in gross proceeds of approximately **$5.25 million**[474](index=474&type=chunk) [Item 8. Financial Information](index=90&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) Full financial statements are in Item 18; the company has never paid dividends and does not plan to in the foreseeable future - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[483](index=483&type=chunk) - Under Israeli law, dividend distributions are limited to the greater of retained earnings or earnings from the previous two years, and the board must determine that the payment will not jeopardize the company's ability to meet its obligations[484](index=484&type=chunk) [Item 9. The Offer and Listing](index=91&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) This section provides details about the trading of the company's securities. The ordinary shares and warrants of Rail Vision Ltd. began trading on the Nasdaq Capital Market on March 31, 2022 - The company's ordinary shares and warrants commenced trading on the Nasdaq Capital Market on March 31, 2022, under the ticker symbols "RVSN" and "RVSNW," respectively[487](index=487&type=chunk) [Item 10. Additional Information](index=91&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) Covers material contracts, exchange controls, and Israeli/U.S. tax implications, including PFIC risk for U.S. shareholders [Taxation](index=92&type=section&id=E.%20Taxation) - The corporate tax rate in Israel is **23%**. Capital gains for an Israeli resident company are also taxed at this rate[500](index=500&type=chunk)[501](index=501&type=chunk) - A non-Israeli resident may be exempt from Israeli capital gains tax on the sale of shares listed on a non-Israeli stock exchange, provided certain conditions are met[528](index=528&type=chunk) - The company has not determined its PFIC status for 2024 or 2025. If classified as a PFIC, U.S. Holders could face adverse tax consequences. The company does not intend to provide the information necessary for U.S. Holders to make a QEF election[554](index=554&type=chunk)[556](index=556&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=103&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Primary market risks include foreign exchange fluctuations (USD/NIS), liquidity, and equity price volatility impacting fundraising - The company's main market risk is foreign currency exchange risk due to a majority of its expenses being denominated in NIS while its functional currency is the U.S. dollar[571](index=571&type=chunk)[572](index=572&type=chunk) - The company is exposed to liquidity risk but believes its existing funds are sufficient for at least the next **twelve months** of operations[573](index=573&type=chunk) - Equity price risk is present, as a decrease in the company's share price could make future fundraising more difficult. The SEPA with Yorkville may also impact the trading price[574](index=574&type=chunk)[575](index=575&type=chunk) PART II [Item 15. Controls and Procedures](index=104&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and internal financial reporting controls were effective as of December 31, 2024 - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were effective[583](index=583&type=chunk) - Based on an evaluation using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2024[584](index=584&type=chunk) [Item 16G. Corporate Governance](index=106&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer, Rail Vision follows Israeli corporate governance, exempting it from certain Nasdaq Listing Rules - The company follows Israeli law for shareholder meeting quorum requirements, which allows for a quorum of **two or more shareholders** holding at least **25% of voting rights**, and any number of shareholders for an adjourned meeting[598](index=598&type=chunk) - The company is exempt from Nasdaq's requirement for a majority of the board to be independent directors and instead complies with Israeli law regarding external directors[598](index=598&type=chunk) - Rail Vision follows Israeli law for shareholder approval of corporate actions, which differs from Nasdaq Rule 5635, particularly concerning equity issuances and compensation plans[602](index=602&type=chunk) [Item 16K. Cybersecurity](index=109&type=section&id=ITEM%2016K.%20CYBERSECURITY) The company maintains an ISO 27001 certified cybersecurity program with internal management and audit committee oversight - The company has a cybersecurity risk management program that is integrated into its overall risk management system and is managed internally[603](index=603&type=chunk) - Oversight of cybersecurity is handled by the Chief Operating Officer, with support from a local subcontractor for CISO activities, and the audit committee is responsible for monitoring risk[604](index=604&type=chunk)[605](index=605&type=chunk) - The company is ISO 27001 certified and is not aware of any material risks from cybersecurity threats that have materially affected its operations or financial condition[604](index=604&type=chunk)[605](index=605&type=chunk) PART III [Item 18. Financial Statements](index=109&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) Audited FY2024 financials show $20.6M total assets, $2.9M liabilities, $17.7M equity, and a $30.7M net loss Balance Sheet Highlights (as of Dec 31, 2024) | Account | Amount (in thousands USD) | | :--- | :--- | | **Assets** | | | Cash and cash equivalents | **17,238** | | Total current assets | **19,703** | | **Total Assets** | **20,597** | | **Liabilities & Equity** | | | Total current liabilities | **2,678** | | **Total Liabilities** | **2,895** | | **Total Shareholders' Equity** | **17,702** | Statement of Comprehensive Loss Highlights (Year ended Dec 31, 2024) | Account | Amount (in thousands USD) | | :--- | :--- | | Revenues | **1,300** | | Gross profit | **450** | | Operating loss | **(9,004)** | | Net loss | **(30,708)** | | Basic and diluted loss per share | **(1.85)** | Statement of Cash Flows Highlights (Year ended Dec 31, 2024) | Activity | Amount (in thousands USD) | | :--- | :--- | | Net cash used in operating activities | **(9,682)** | | Net cash used in investing activities | **(30)** | | Net cash provided by financing activities | **23,918** | | Net increase in cash | **14,179** | - Subsequent to year-end, the company amended its SEPA to increase the commitment amount to **$30.0 million** and continued to issue shares under the agreement, raising an additional **$7.5 million**[725](index=725&type=chunk)[766](index=766&type=chunk)

Exhibit 99.1 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 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, 2 ...

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 Vi ...

Collaboration focuses on major rail safety tenders, targeting the installation of advanced technologies on thousands of locomotives across India Ra’anana, Israel, Jan. 22, 2025 (GLOBE NEWSWIRE) -- Rail Vision Ltd. (Nasdaq: RVSN) (the “Company”), a technology company at the forefront of revolutionizing railway safety and the data-related market, recently announced the signing of a binding Memorandum of Understanding (MOU) with Sujan Ventures, a division of the esteemed Sujan Group, a premier technology and c ...

Ra’anana, Israel, Jan. 15, 2025 (GLOBE NEWSWIRE) -- Rail Vision Ltd. (Nasdaq: RVSN) (the “Company”), a technology company at the forefront of revolutionizing railway safety and the data-related market, today announced that it has received a written notice from Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). Rail Vision is now in compliance with all applicable li ...

Ra’anana, Israel, Jan. 10, 2025 (GLOBE NEWSWIRE) -- Rail Vision Ltd. (Nasdaq: RVSN) (the “Company”), a technology company at the forefront of revolutionizing railway safety and the data-related market, has received a purchase order for its MainLine product from one of the leading Central America freight operators. This purchase order will support a proof of concept (POC) aimed at demonstrating the MainLine’s advanced capabilities in enhancing rail safety and operational efficiency. The freight operator oper ...

Collaboration targets inclusion in major rail safety tenders, aiming for thousands of locomotives in India to be outfitted with state-of-the-art technologies Ra’anana, Israel, Jan. 07, 2025 (GLOBE NEWSWIRE) -- Rail Vision Ltd. (Nasdaq: RVSN) (the “Company”), a technology company at the forefront of revolutionizing railway safety and the data-related market, announced today the signing of a binding Memorandum of Understanding (MOU) with Sujan Ventures, a division of the esteemed Sujan Group, a premier techno ...