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Rail Vision Ltd.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Mar 31, 2026

RVSN$2.78+6.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-41334

RAIL VISION LTD.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

Israel15 Ha’Tidhar St Ra’anana, 4366517 Israel Tel: +972-9-957-7706
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

David BenDavid

Chief Executive Officer

15 Ha’Tidhar St

Ra’anana,4366517 Israel

Tel:+972-9-957-7706

Email: marketing@railvision.io

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class registeredTrading Symbol(s)Name of each exchange on which each class is registered
Ordinary shares, no par valueRVSNThe Nasdaq Stock Market LLC
Warrants to purchase ordinary shares, no par valueRVSNWThe Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 25, 2026:2,192,186 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☒

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes ☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
EMERGING GROWTH COMPANY STATUSiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
MARKET, INDUSTRY, AND OTHER DATAv
PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY28
A.History and Development of the Company28
B.Business Overview29
C.Organizational Structure49
D.Property, Plants and Equipment50
ITEM 4A.UNRESOLVED STAFF COMMENTS50
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS50
A.Operating Results51
B.Liquidity and Capital Resources54
C.Research and Development, Patents and Licenses58
D.Trend Information58
E.Critical Accounting Estimates59
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES60
A.Directors and Senior Management60
B.Compensation63
C.Board Practices65
D.Employees79
E.Share Ownership79
FDisclosure of a registrant’s action to recover erroneously awarded compensation.80
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS80
A.Major Shareholders80
B.Related Party Transactions83
C.Interests of Experts and Counsel83
ITEM 8.FINANCIAL INFORMATION83
A.Statements and Other Financial Information83
B.Significant Changes84
ITEM 9.THE OFFER AND LISTING84
A.Offer and Listing Details84
B.Plan of Distribution84
C.Markets84
D.Selling Shareholders84
E.Dilution84
F.Expenses of the Issue84
ITEM 10.ADDITIONAL INFORMATION84
A.Share Capital84
B.Articles of Association84
C.Material Contracts84
D.Exchange Controls85
E.Taxation85
F.Dividends and Paying Agents97
G.Statement by Experts97
H.Documents on Display97
I.Subsidiary Information97

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ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK98
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES98
A.Debt Securities98
B.Warrants and rights98
C.Other Securities98
D.American Depositary Shares98
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES99
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS99
ITEM 15.CONTROLS AND PROCEDURES99
ITEM 16.[RESERVED]99
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT99
ITEM 16B.CODE OF ETHICS100
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES100
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES100
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS100
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT100
ITEM 16G.CORPORATE GOVERNANCE101
ITEM 16H.MINE SAFETY DISCLOSURE102
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS102
ITEM 16JINSIDER TRADING POLICIES102
ITEM 16KCYBERSECURITY102
PART III
ITEM 17.FINANCIAL STATEMENTS103
ITEM 18.FINANCIAL STATEMENTS103
ITEM 19.EXHIBITS103
SIGNATURES105

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.