Company Overview - Rail Vision Ltd. is a development stage technology company focused on revolutionizing railway safety and the data-related market through advanced artificial intelligence technology [3] - The company's technology aims to enhance railway safety, increase operational efficiency, and significantly reduce costs for railway operators [3] - Rail Vision believes its innovations could facilitate the practical implementation of autonomous trains, benefiting passengers and companies reliant on rail transport [3] Upcoming Events - Rail Vision will participate in the 15th Annual LD Micro Invitational investor conference in New York on April 9-10, 2025 [1] - CEO Shahar Hania is scheduled to present to investors on April 10 at 10:00 AM ET and will be available for one-on-one meetings throughout the day [2]

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)

[Company Overview & Highlights](index=1&type=section&id=Company%20Overview%20%26%20Highlights) Rail Vision reported strong revenue growth and significant operational progress for the full year 2024, driven by key orders and market expansion [Executive Summary](index=1&type=section&id=Executive%20Summary) Rail Vision achieved strong revenue growth and operational progress in 2024, securing over **$34 million** in funding and transforming its business model to a comprehensive railway safety and analytics ecosystem - 2024 was a transformative year for Rail Vision, securing over **$34 million in funding**, delivering key orders to global industry leaders, and strengthening its U.S. market presence[2](index=2&type=chunk) - The company is moving beyond hardware to a complete railway safety and analytics ecosystem by expanding fleet management, data services, and cloud integration[2](index=2&type=chunk) [About Rail Vision Ltd.](index=5&type=section&id=About%20Rail%20Vision%20Ltd.) Rail Vision is an AI-based technology company revolutionizing railway safety and data, aiming to enhance efficiency and advance autonomous train operations - Rail Vision is a development stage technology company seeking to revolutionize railway safety and the data-related market with cutting-edge, artificial intelligence-based technology[13](index=13&type=chunk) - The company's railway detection and systems are designed to save lives, increase efficiency, dramatically reduce expenses for railway operators, and potentially advance autonomous trains[13](index=13&type=chunk) [Operational & Strategic Progress](index=1&type=section&id=Operational%20%26%20Strategic%20Progress) Rail Vision achieved significant commercial milestones in 2024-2025, securing new orders, completing national rail installations, and entering the Indian market [Commercial Execution & Global Expansion](index=1&type=section&id=Commercial%20Execution%20%26%20Global%20Expansion) Rail Vision achieved significant commercial milestones in 2024-2025, securing new orders, completing national rail installations, and entering the Indian market - Received a purchase order from a Central American freight operator for its MainLine system in early 2025[4](index=4&type=chunk) - Completed the first deliveries of MainLine systems related to a **$1.4 million** order from Israel Railways in 2024, marking the first-ever national rail installation of the Company's AI-based tech[4](index=4&type=chunk) - Secured an initial **$1 million** order in January 2024 from a leading U.S.-based rail services company, followed by a **$200,000** follow-on order in June 2024[4](index=4&type=chunk) - Entered the Indian market through a non-binding MOU with Sujan Ventures, targeting thousands of locomotives operated by Indian Railways[4](index=4&type=chunk) [Product Innovation](index=1&type=section&id=Product%20Innovation) The company advanced its product portfolio by launching an Active Control System for semi-autonomous train operation and introducing D.A.S.H., a proprietary SaaS platform designed to provide real-time operational insights and enhance safety - Launched an Active Control System enabling semi-autonomous train operation in collaboration with a U.S. rail company[4](index=4&type=chunk) - Introduced D.A.S.H., a proprietary SaaS platform delivering real-time operational insights and enhanced safety[4](index=4&type=chunk) [Milestones and IP Protection](index=2&type=section&id=Milestones%20and%20IP%20Protection) Rail Vision gained regulatory approval for its MainLine System, triggering a **$300,000** payment, and strengthened IP with new patents in the U.S. and Japan - Gained regulatory approval from Israel Railways for its MainLine System, unlocking a **$300,000** milestone payment[5](index=5&type=chunk) - Secured a U.S. patent and received a notice of allowance in Japan for its AI-powered obstacle detection system[5](index=5&type=chunk) [Financial Performance & Position](index=2&type=section&id=Financial%20Performance%20%26%20Position) Rail Vision's financial performance in 2024 showed significant revenue growth, but also a widened GAAP net loss primarily due to revaluation expenses, while its cash position substantially improved from financing activities [Full Year 2024 Financial Results](index=2&type=section&id=Full%20Year%202024%20Financial%20Results) FY2024 revenues surged **815%** to **$1.3 million**, operating loss decreased **21%**, but GAAP net loss widened **175.5%** to **$30.7 million** due to revaluation expenses Full Year 2024 Key Financials (in thousands) | Metric | FY2024 | FY2023 | Change (%) | | :-------------------------------- | :----- | :----- | :--------- | | Revenues | $1,300 | $142 | 815.5% | | Research & Development Expenses | $5,279 | $7,145 | -26.1% | | General & Administrative Expenses | $4,175 | $4,339 | -3.8% | | Operating Loss | $(9,004) | $(11,403) | -21.0% | | Revaluation of derivatives and warrants liabilities | $(20,181) | $0 | N/A | | Other financial expenses (income), net | $(1,523) | $255 | N/A | | GAAP Net Loss | $(30,708) | $(11,148) | 175.5% | | GAAP Loss Per Share | $(1.85) | $(4.30) | -57.0% | | Non-GAAP Net Loss | $(10,129) | $(10,875) | -6.9% | | Non-GAAP Loss Per Share | $(0.61) | $(4.20) | -85.5% | [Second Half 2024 Financial Results](index=3&type=section&id=Second%20Half%202024%20Financial%20Results) H2 2024 revenues grew **380%** to **$539,000**, operating loss decreased **11.1%**, but GAAP net loss widened **20.2%** to **$6.4 million** due to revaluation expenses Second Half 2024 Key Financials (in thousands) | Metric | H2 2024 | H2 2023 | Change (%) | | :-------------------------------- | :------ | :------ | :--------- | | Revenues | $539 | $142 | 279.6% | | Research & Development Expenses | $2,821 | $3,463 | -18.5% | | General & Administrative Expenses | $2,059 | $2,036 | 1.1% | | Operating Loss | $(4,819) | $(5,418) | -11.1% | | Revaluation of derivatives and warrants liabilities | $(1,346) | $0 | N/A | | Financial expenses (income), net | $(219) | $155 | N/A | | GAAP Net Loss | $(6,384) | $(5,313) | 20.2% | | GAAP Loss Per Share | $(0.30) | $(1.77) | -83.0% | | Non-GAAP Net Loss | $(4,736) | $(5,204) | -9.0% | | Non-GAAP Loss Per Share | $(0.23) | $(1.74) | -86.8% | [Balance Sheet Highlights](index=3&type=section&id=Balance%20Sheet%20Highlights) As of December 31, 2024, Rail Vision's cash and cash equivalents significantly increased to **$17.5 million** from **$3.3 million** at the end of 2023, primarily driven by proceeds from various financing activities Cash and Cash Equivalents (in millions) | Metric | As of Dec 31, 2024 | As of Dec 31, 2023 | Change | | :---------------------- | :----------------- | :----------------- | :----- | | Cash and cash equivalents | $17.5 | $3.3 | +$14.2M | [Cash Position and Financing Activities](index=3&type=section&id=Cash%20Position%20and%20Financing%20Activities) Rail Vision secured over **$34 million** in gross proceeds during 2024 and Q1 2025 through a private placement, warrant exercises, and the establishment of an equity line facility. This funding significantly bolstered the company's cash position - Secured over **$34 million** in gross proceeds during 2024 and the first quarter of 2025 to fuel its business through various financing transactions, including a private placement, warrant exercises, and an equity line facility[9](index=9&type=chunk) - Established an equity line facility in October 2024 (amended in February 2025) with the right to sell up to **$30.0 million** of ordinary shares over 36 months[9](index=9&type=chunk) - As of the report date, the Company has issued **22,210,892** ordinary shares for aggregate gross proceeds of approximately **$18.3 million** under the equity line facility[9](index=9&type=chunk) [Use of Non-GAAP Financial Results](index=4&type=section&id=Use%20of%20Non-GAAP%20Financial%20Results) Rail Vision presents non-GAAP net loss, excluding stock-based compensation and derivative revaluation, to provide clearer operational insights, emphasizing its use alongside GAAP measures - The company's earnings release contains non-GAAP financial measures of net loss that exclude stock-based compensation expenses and revaluation of derivative warrant liabilities[11](index=11&type=chunk) - Management believes non-GAAP information is useful for investors' understanding and assessment of ongoing operations and uses both GAAP and non-GAAP internally[11](index=11&type=chunk) - Non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP measures, and investors are encouraged to review reconciliations to GAAP[11](index=11&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) This section presents Rail Vision's audited consolidated financial statements, including balance sheets, statements of comprehensive loss, changes in shareholders' equity, and cash flows, providing a detailed view of the company's financial position and performance [Balance Sheets](index=6&type=section&id=BALANCE%20SHEETS) The balance sheets present Rail Vision's financial position as of December 31, 2024, and 2023. Key changes include a substantial increase in cash and cash equivalents, total current assets, and total shareholders' equity, reflecting successful financing activities Balance Sheet Summary (U.S. dollars in thousands) | Metric | As of Dec 31, 2024 | As of Dec 31, 2023 | | :-------------------------- | :----------------- | :----------------- | | Cash and cash equivalents | $17,238 | $3,066 | | Total current assets | $19,703 | $4,602 | | Total assets | $20,597 | $5,921 | | Total liabilities | $2,895 | $3,134 | | Total shareholders' equity | $17,702 | $2,787 | [Statements of Comprehensive Loss](index=7&type=section&id=STATEMENTS%20OF%20COMPREHENSIVE%20LOSS) This statement details the company's revenues, expenses, and net loss for the full year and second half ended December 31, 2024. It shows significant revenue growth but also a substantial increase in net loss, primarily driven by the revaluation of derivatives and warrants liabilities Statements of Comprehensive Loss Summary (U.S. dollars in thousands) | Metric | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | Six months ended Dec 31, 2024 | Six months ended Dec 31, 2023 | | :-------------------------------- | :---------------------- | :---------------------- | :---------------------------- | :---------------------------- | | Revenues | $1,300 | $142 | $539 | $142 | | Cost of revenues | $(850) | $(61) | $(478) | $(61) | | Gross profit | $450 | $81 | $61 | $81 | | Research and development expenses | $(5,279) | $(7,145) | $(2,821) | $(3,463) | | General and administrative expenses | $(4,175) | $(4,339) | $(2,059) | $(2,036) | | Operating loss | $(9,004) | $(11,403) | $(4,819) | $(5,418) | | Revaluation of derivatives and warrants liabilities | $(20,181) | $0 | $(1,346) | $0 | | Other financing income (expenses), net | $(1,523) | $255 | $(219) | $105 | | Net loss for the period | $(30,708) | $(11,148) | $(6,384) | $(5,313) | | Basic and diluted loss per share | $(1.85) | $(4.30) | $(0.30) | $(1.77) | | Weighted average number of shares outstanding | 16,625,543 | 2,587,290 | 20,984,913 | 2,998,278 | [Statements of Changes in Shareholders' Equity](index=8&type=section&id=AUDITED%20STATEMENTS%20OF%20CHANGES%20IN%20SHAREHOLDERS'%20EQUITY) The audited statements of changes in shareholders' equity for 2023 and 2024 show a significant increase in total shareholders' equity, primarily driven by substantial increases in additional paid-in capital from new share issuances and warrant exercises, despite a growing accumulated deficit from net losses Changes in Shareholders' Equity (U.S. dollars in thousands) | Metric | As of Jan 1, 2023 | As of Dec 31, 2023 | As of Dec 31, 2024 | | :-------------------------- | :---------------- | :----------------- | :----------------- | | Ordinary Shares (Number) | 1,987,005 | 2,998,278 | 37,943,891 | | Ordinary Shares (USD) | $46 | $68 | $0 | | Additional paid in capital | $63,033 | $68,681 | $114,372 | | Accumulated deficit | $(54,814) | $(65,962) | $(96,670) | | Total shareholders' equity | $8,265 | $2,787 | $17,702 | - During 2024, significant increases in additional paid-in capital resulted from the issuance of shares and pre-funded warrants (**$1,404k**), exercise of warrants (**$25,561k**), and issuance of ordinary shares related to the SEPA (**$12,117k**)[21](index=21&type=chunk) [Statements of Cash Flows](index=9&type=section&id=STATEMENTS%20OF%20CASH%20FLOWS) The statements of cash flows highlight that while the company continued to use cash in operating and investing activities, significant cash was provided by financing activities, leading to a substantial increase in cash, cash equivalents, and restricted cash at the end of 2024 Cash Flow Summary (U.S. dollars in thousands) | Metric | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | Six months ended Dec 31, 2024 | Six months ended Dec 31, 2023 | | :-------------------------------- | :---------------------- | :---------------------- | :---------------------------- | :---------------------------- | | Net cash used in operating activities | $(9,682) | $(10,518) | $(5,087) | $(5,109) | | Net cash used in investing activities | $(30) | $(152) | $(24) | $(15) | | Net cash provided by financing activities | $23,918 | $5,397 | $12,644 | $(63) | | Increase (Decrease) in cash, cash equivalents and restricted cash | $14,179 | $(5,203) | $7,562 | $(5,117) | | Cash, cash equivalents and restricted cash at the end of the period | $17,468 | $3,289 | $17,468 | $3,289 | [Reconciliation of GAAP to Non-GAAP Results](index=11&type=section&id=UNAUDITED%20RECONCILIATION%20OF%20GAAP%20TO%20NON-GAAP%20RESULTS) This section provides an unaudited reconciliation of GAAP net loss to non-GAAP net loss, adjusting for stock-based compensation expenses and revaluation of derivative warrant liabilities. The non-GAAP net loss was lower than the GAAP net loss for both the full year and second half of 2024, offering an alternative view of operational performance GAAP to Non-GAAP Net Loss Reconciliation (U.S. dollars in thousands) | Metric | Year ended Dec 31, 2024 | Year ended Dec 31, 2023 | Six months ended Dec 31, 2024 | Six months ended Dec 31, 2023 | | :---------------------------------------- | :---------------------- | :---------------------- | :---------------------------- | :---------------------------- | | GAAP operating loss | $(9,004) | $(11,403) | $(4,819) | $(5,418) | | Stock-based compensation in R&D expenses | $120 | $62 | $102 | $34 | | Stock-based compensation in G&A expenses | $126 | $212 | $48 | $75 | | Non-GAAP operating loss | $(8,758) | $(11,129) | $(4,669) | $(5,309) | | GAAP Revaluation of derivatives and warrants liabilities expenses | $(20,181) | $0 | $(1,346) | $0 | | Revaluation of derivative warrant liabilities | $20,181 | $0 | $1,346 | $0 | | Non-GAAP Revaluation of derivatives and warrants liabilities expenses | $0 | $0 | $0 | $0 | | GAAP Other financing income (expenses), net | $(1,523) | $255 | $(219) | $105 | | Revaluation of derivative warrant liabilities (adjustment) | $152 | $0 | $152 | $0 | | Non-GAAP 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 warrant liability expenses | $20,181 | $0 | $1,346 | $0 | | Non-GAAP net loss | $(10,129) | $(10,875) | $(4,736) | $(5,204) | | GAAP Basic and diluted loss per share | $(1.85) | $(4.30) | $(0.30) | $(1.77) | | Non-GAAP Basic and diluted loss per share | $(0.61) | $(4.20) | $(0.23) | $(1.74) | | Weighted average number of shares outstanding | 16,625,543 | 2,587,290 | 20,984,913 | 2,998,278 | [Other Information](index=4&type=section&id=Other%20Information) This section provides supplementary information including details on SEC filings, forward-looking statements, and company contact information [SEC Filings](index=4&type=section&id=SEC%20Filings) 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 and is available on the company's investor relations website. Shareholders can request a hard copy free of charge - 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 and posted on Rail Vision's investor relations website[10](index=10&type=chunk) - 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[10](index=10&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This standard disclaimer indicates the press release contains forward-looking statements subject to risks and uncertainties, with no obligation to update except as required by law - This press release contains 'forward-looking statements' based on management's current expectations, beliefs, and projections, many of which are inherently uncertain[14](index=14&type=chunk) - Actual results may differ materially from forward-looking statements due to risks and uncertainties detailed in the Company's reports filed with the SEC, including its annual report on Form 20-F[14](index=14&type=chunk) - The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or changes in assumptions, except as required by applicable securities laws[14](index=14&type=chunk) [Contacts](index=5&type=section&id=Contacts) This section provides contact information for Rail Vision Ltd.'s Chief Executive Officer, Shahar Hania, and for Investor Relations inquiries - Contact information for Shahar Hania, Chief Executive Officer, and Michal Efraty for Investor Relations is provided[15](index=15&type=chunk)

Core Insights - Rail Vision Ltd. reported significant revenue growth of 815% for the year ended December 31, 2024, reaching $1.3 million compared to $142,000 in 2023, driven by installations for a leading global mining company and other key orders [6][8][24] - The company secured over $34 million in funding during 2024, enhancing its market presence in the U.S. and expanding its product offerings beyond hardware to a complete railway safety and analytics ecosystem [2][12] - Rail Vision achieved several milestones, including the first-ever national rail installation of its AI-based technology with Israel Railways and entry into the Indian market through a non-binding MOU [7][12] Financial Performance - For the year ended December 31, 2024, the operating loss decreased to $9 million from $11.4 million in 2023, reflecting improved operational efficiency [11][24] - GAAP net loss for the year was $30.7 million, or $1.85 per ordinary share, compared to a net loss of $11.1 million, or $4.30 per share in 2023 [11][24] - Non-GAAP net loss for the year was $10.1 million, or $0.61 per ordinary share, compared to a non-GAAP net loss of $10.9 million, or $4.20 per share in 2023 [11][24] Operational Highlights - The company completed multiple installations in 2024, including with a Class 1 U.S. freight operator and a leading Latin American mining company [7][8] - Rail Vision launched an Active Control System for semi-autonomous train operation and introduced a proprietary SaaS platform, D.A.S.H., for real-time operational insights [7][12] - The company gained regulatory approval for its MainLine System from Israel Railways, unlocking a $300,000 milestone payment [7] Cash Position and Financing - As of December 31, 2024, cash and cash equivalents increased to $17.5 million from $3.3 million in 2023, primarily due to proceeds from a private placement and credit facility [9][12] - The company established an equity line facility allowing it to sell up to $30 million of its ordinary shares over a 36-month period, with gross proceeds of approximately $18.3 million from shares issued [12][9] Research and Development - Research and development expenses decreased to $5.3 million for the year ended December 31, 2024, from $7.1 million in 2023, mainly due to a reduction in workforce [11][24] - General and administrative expenses slightly decreased to $4.2 million in 2024 from $4.3 million in 2023, reflecting cost-cutting measures [11][24]

Core Insights - Rail Vision Ltd. has signed a binding Memorandum of Understanding (MOU) with Sujan Ventures to enhance railway safety in India by installing advanced technologies on thousands of locomotives [1][4] - The collaboration aims to position Rail Vision's innovative safety systems for inclusion in future tenders and ongoing projects, particularly focusing on accident avoidance in adverse weather conditions [4][8] - Sujan Ventures will lead local efforts to introduce Rail Vision's systems, starting with a trial to demonstrate capabilities before moving to a definitive agreement [2][3] Financial and Operational Aspects - Sujan Ventures will make an initial upfront payment to Rail Vision and additional payments upon reaching specific milestones during the collaboration [3] - The partnership is expected to create a substantial market opportunity for Rail Vision, as Indian Railways operates one of the largest rail networks globally, with approximately 15,000 locomotives [1][4] Strategic Goals - The collaboration supports the 'Make in India' initiative, allowing Indian Railways to deploy advanced, locally-sourced safety systems while maintaining global standards [5] - Rail Vision aims to leverage this partnership to penetrate the Indian rail market, potentially elevating its position in the rail safety and technology sector [5][8]

Core Viewpoint - Rail Vision Ltd. has regained compliance with Nasdaq's minimum bid price requirement, allowing its shares to continue being listed and traded on the Nasdaq Capital Market [1][3]. Compliance with Nasdaq Requirements - Rail Vision was previously notified on July 22, 2024, for failing to meet the minimum bid price rule, as its shares did not close at $1.00 or more for 30 consecutive business days [2]. - To regain compliance, the company needed to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days, which it achieved from December 27, 2024, to January 14, 2025 [3]. Company Overview - Rail Vision is a technology company focused on revolutionizing railway safety and the data-related market through artificial intelligence-based technology [4]. - The company's technology aims to enhance railway safety, increase efficiency, and reduce costs for railway operators, with potential applications in autonomous trains [4].

Core Insights - Rail Vision Ltd. has received a purchase order for its MainLine product from a leading freight operator in Central America, aimed at supporting a proof of concept to enhance rail safety and operational efficiency [1][5] - The freight operator is known for its commitment to safety and has invested significantly in upgrading its infrastructure and adopting advanced safety protocols [2] - Rail Vision's MainLine product utilizes advanced AI and long-range vision sensors for real-time object detection and classification, aligning with the freight operator's safety standards and operational goals [3] - This purchase order adds to Rail Vision's established track record with major freight and Class 1 rail operators in the Americas [4] Company Overview - Rail Vision is a technology company focused on revolutionizing railway safety and the data-related market through AI-based technology designed specifically for railways [5] - The company's technology aims to save lives, increase efficiency, and reduce expenses for railway operators, with the potential to advance autonomous train concepts [5]

Core Viewpoint - Rail Vision Ltd. has signed a binding Memorandum of Understanding (MOU) with Sujan Ventures to introduce advanced railway safety technologies in India, targeting the outfitting of thousands of locomotives with state-of-the-art systems [1][4]. Group 1: Collaboration Details - Sujan Ventures will lead local efforts to introduce Rail Vision's safety systems, starting with a trial at customer facilities to demonstrate capabilities [2]. - The MOU includes an initial upfront payment from Sujan Ventures, with additional payments tied to milestone completions, and grants Sujan exclusive rights to negotiate distribution agreements in India [3]. Group 2: Market Opportunity - The collaboration aims to position Rail Vision's technologies for inclusion in future tenders, enhancing rail safety by equipping locomotives with advanced systems for accident avoidance, especially in adverse weather [4]. - Indian Railways operates one of the largest rail networks globally, with approximately 15,000 locomotives, creating a substantial market opportunity for Rail Vision [1]. Group 3: Company Vision and Impact - Rail Vision is focused on revolutionizing railway safety and efficiency through cutting-edge, AI-based technology designed to save lives and reduce operational costs for railway operators [6]. - The partnership supports the "Make in India" initiative, allowing Indian Railways to deploy advanced, locally-sourced safety systems while maintaining global standards [5].

This achievement aims to support Israel Railways future volume procurement The approval also triggers an immediate $300,000 payment Ra'anana, Israel, Dec. 27, 2024 (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 the achievement of a critical project and regulatory milestone: certification approval for the installation of its MainLine Systems on Israel Railways' passenger l ...

The TCCO committee operates under the auspices of the American Association of Railroads (AAR), with its Technology Roadmap Program managed by MxV Rail Ra’anana, Israel, Dec. 24, 2024 (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 it has joined MxV Rail’s Technology Roadmap Program, a distinguished body responsible for formulating minimum interoperable requirements and su ...