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6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

 

For the month of March 2026

 

Commission file number: 001-41334

 

RAIL VISION LTD.

(Translation of registrant’s name into English)

 

15 Ha’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 20-F ☒   Form 40-F ☐

 

 

 

 

 

CONTENTS

 

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

 

 

 

EXHIBIT INDEX

 

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

 

 

 

SIGNATURES

 

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

 

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

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Rail Vision Announces Second Half and Full Year 2025 Financial Results

 

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

 

Revenue up 14.4% year-over-year

 

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

 

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

 

2025 and Recent Business Highlights

 

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

 

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

 

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

 

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

 

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

 

 

 

Full Year 2025 Financial Results

 

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

 

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

 

Balance Sheet Highlights (as of December 31, 2025):

 

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

 

 

 

Financing activities

 

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

 

Second Half Financial Results

 

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

 

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

 

Use of 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.

 

 

 

About Rail Vision Ltd.

 

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

 

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

 

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

 

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

 

Forward-Looking Statements

 

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

 

Contacts

 

David BenDavid

Chief Executive Officer

Rail Vision Ltd.

15 Ha’Tidhar St

Ra’anana, 4366517 Israel

Telephone: +972- 9-957-7706

 

Investor Relations:

 

Michal Efraty

investors@railvision.io

 

 

 

Rail Vision Ltd.

BALANCE SHEETS

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

 

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

 

 

 

Rail Vision Ltd.

STATEMENTS OF COMPREHENSIVE LOSS

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

 

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

 

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

 

 

 

Rail Vision Ltd.

AUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

 

    Ordinary Shares     Additional           Total  
    Number of shares (*)    

USD

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

 

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

 

 

 

Rail Vision Ltd.

STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

 

    Year ended December 31,    

Six months ended December 31,

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

 

 

 

Rail Vision Ltd.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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

 

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

 

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