Rail Vision Signs Term Sheet to Boost Growth with Advanced AI Acquisition of 51% Stake in Quantum Transportation

Rhea-AI Summary

Rail Vision (Nasdaq: RVSN) signed a non-binding term sheet to acquire a 51% stake in Quantum Transportation, a quantum computing and AI company focused on patented machine learning-based quantum error correction.

Under the term sheet, Rail Vision would issue ordinary shares equal to approximately 4.99% of its share capital to select Quantum shareholders and provide a convertible loan up to $700,000 at 8% annual interest, repayable in one payment within 24 months and convertible at Rail Vision's discretion. The deal aims to combine quantum-AI IP with Rail Vision’s safety technologies to enhance anomaly detection, predictive maintenance, and autonomous rail capabilities. Closing is conditional on definitive agreements, milestones and regulatory approvals and is expected within 60 days if conditions are met.

Insights

Corporate M&A Strategist

Non-binding 51% term sheet plus a $700,000 convertible loan aims to bring quantum error-correction IP into rail-safety products; closing conditional.

Rail Vision proposes to acquire 51% of Quantum Transportation via a term sheet that includes issuing shares equal to ~4.99 of share capital to exchanging shareholders and providing a convertible loan up to $700,000 at 8 interest repayable or convertible within 24 months. The stated business mechanism is a vertical integration of patented machine‑learning quantum error‑correction IP with existing vision‑based railway safety tech to enable enhanced anomaly detection, predictive maintenance and autonomous capabilities.

The outcome depends on several explicit conditions: execution of definitive agreements, milestone satisfaction, and regulatory approvals, with an expected close within 60 days. The term sheet is non‑binding, so material change remains possible. Key factual risks include dilution from the share issuance, the loan’s repayment/convertibility terms, and whether the patented IP integrates with current product architectures as described.

Watch for three concrete, monitorable items: signature of definitive agreements, satisfaction of stated milestones, and regulatory clearance targeted within 60 days. Also monitor the exact conversion mechanics of the $700,000 loan and any additional financing tranches disclosed in definitive documents.

Strategic acquisition to acquire 51% in Quantum Transportation to combine quantum capabilities with Rail Vision’s safety technologies, creating potential synergies

Ra’anana, Israel, Oct. 09, 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, recently announced the signing of a non-binding term sheet for a strategic transaction to acquire 51% ownership of Quantum Transportation Ltd. (the “Acquisition” and “Quantum Transportation”), a cutting-edge quantum computing and AI company specializing in error correction technologies.

Through this potential transaction, Rail Vision and Quantum Transportation aim to combine quantum-AI based IP protected, innovation with Rail Vision’s advanced vision and safety technologies, creating potential synergies that will enhance Rail Vision’s existing and future product lines, drive innovation, and deliver long-term value for stakeholders.

Under the terms of the term sheet, upon the closing of the Acquisition, Rail Vision will issue ordinary shares representing approximately 4.99% of its share capital to select Quantum Transportation shareholders (the “Exchanging Shareholders”) in exchange for their full holdings in Quantum Transportation, securing majority control post-closing. Additionally, upon the closing of the Acquisition, Rail Vision will extend a convertible loan of up to $700,000 to Quantum Transportation at an 8% annual interest rate, disbursed in tranches to support ongoing operations and development. The loan, including principal and interest, shall be repayable in one payment within the 24 month term and may be converted, at Rail Vision’s sole discretion, into Quantum Transportation’s most senior class of shares.

Quantum Transportation’s patented machine learning-based universal decoder represents a breakthrough in quantum error correction, addressing the inherent noise in qubits that limits scalable quantum computing. This technology, developed by leading computer science experts and protected as patented intellectual property (IP), is code-agnostic, noise-aware, and scalable. This enables it to adapt seamlessly across various hardware platforms and code sizes. It empowers quantum hardware companies and labs, particularly small- to medium-sized entities, to research and select optimal error correction schemes without in-house teams. By utilizing this IP for transportation applications, including railway, Rail Vision aims to unlock new capabilities in anomaly detection, predictive maintenance, and autonomous rail operations, capitalizing on the growing quantum computing market projected to drive exponential advancements in transportation.

The transaction is conditioned on signing definitive agreements and key milestones and is expected to close within the next 60 days, subject to satisfaction of all conditions, including regulatory approvals.

About Rail Vision Ltd.

Rail Vision is a development stage technology company that is seeking to revolutionize railway safety and the data-related market. The company has developed cutting edge, artificial intelligence based, industry-leading technology specifically designed for railways. The company has developed its railway detection and systems to save lives, increase efficiency, and dramatically reduce expenses for the railway operators. Rail Vision believes that its technology will significantly increase railway safety around the world, while creating significant benefits and adding value to everyone who relies on the train ecosystem: from passengers using trains for transportation to companies that use railways to deliver goods and services. In addition, the company believes that its technology has the potential to advance the revolutionary concept of autonomous trains into a practical reality. For more information, please visit https://www.railvision.io/

Forward-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. Such expectations, beliefs and projections are expressed in good faith. For example, Rail Vision is using forward-looking statements when it discusses the signing of definitive agreements with Quantum Transportation Ltd., the occurrence of key milestones, the timing and completion of the Acquisition, the satisfaction of closing conditions related to the Acquisition, and its aims to unlock new capabilities in anomaly detection, predictive maintenance, and autonomous rail operations, capitalizing on the growing quantum computing market projected to drive exponential advancements in transportation. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on March 31, 2025. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Rail Vision is not responsible for the contents of third-party websites.

Contacts
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

FAQ

What did Rail Vision (RVSN) announce on October 9, 2025 about Quantum Transportation?

Rail Vision announced a non-binding term sheet to acquire 51% of Quantum Transportation, plus issuance of shares equal to ~4.99% of share capital and a convertible loan up to $700,000.

How much convertible financing will Rail Vision (RVSN) provide to Quantum Transportation and on what terms?

Rail Vision will extend a convertible loan up to $700,000 at an 8% annual interest rate, repayable in one payment within 24 months, convertible at Rail Vision’s discretion.

What shareholder impact does the Rail Vision-Quantum Transportation deal have for RVSN holders?

The deal includes issuing ordinary shares representing approximately 4.99% of Rail Vision’s share capital to select Quantum shareholders, which creates dilution for existing holders.

What technology does Quantum Transportation bring to Rail Vision (RVSN)?

Quantum Transportation holds a patented machine learning-based universal decoder for quantum error correction intended to improve scalability and noise handling in quantum hardware.

When is the Rail Vision (RVSN) acquisition of Quantum Transportation expected to close?

The transaction is expected to close within 60 days, subject to signing definitive agreements, meeting key milestones and obtaining regulatory approvals.

What are the main risks for investors in the RVSN-Quantum Transportation transaction?

Key risks include the non-binding nature of the term sheet, milestone and regulatory conditions, and potential dilution if the loan converts to equity.